Ever Wonder What's Up There REMAKE
by CodenameOne
Summary: The year is 2531 and In the land of Equestria Princess Celestia begins to wonder if the beings of Equestria are the only sentient beings in the galaxy, and sends out an open invitation to anyone in the universe that may be listening. Both the humans of the UNSC and the Elites of the Covenant Empire receive the message, and are fast on their way to the peaceful planet.
1. Chapter 1: Messages across the stars

_"You ever wonder what's up there?"_  
_"Like what?"_  
_"Maybe someone up there is wondering what it's like here?"_  
_"I guess... Do you think we'll ever meet them?"_  
_"I hope so. Don't you?"_

* * *

**Foreword: so here's something cool for my readers; a while back I looked at Ever Wonder What's Up There and thought 'hmm, this could do with a major revision' so I started work on this, the EWWUT REMAKE. Since we're coming up on the first year anniversary of the story that launched me to where I'm at right now I decided that it was time to start posting chapters of the remake. The original will still remain on this site, so that you may compare chapter to see what changed. I'm NOT re-doing the plot, but the dialogue is re-written so that it fits better within the story and it hopefully will make more sense. So I hope you enjoy the Ever Wonder What's Up There REMAKE!**

* * *

**Ever Wonder What's Up There REMAKE  
**Written by Codename: One

**Chapter One  
Messages across the Stars**

* * *

**February 9th, 2531**  
**Procyon system**  
**UNSC destroyer ****_Marathon_**  
**Captain:** Commander Michael Preston  
**Mission:** Classified  
**Destination:** Unspecified

_"And so every night and day we raise the celestial bodies that grant life upon our planet. Join us, and we will live in Harmony everlasting."_

Commander Michael Preston played the message they had received, his ship having intercepted it while in the Procyon system. "That's all we received and the message just repeats, Sir. No idea who sent it or where it came from" the _Marathon_'s communications officer, Lieutenant Jeff Chambers said as he sat at his station.

"Well the person who recorded it is obviously female" Commander Preston stated, listening to the message once again. The voice was regal but silky, firm but smooth, almost like it flowed from its owner's mouth without effort.

It reminded the Commander of his mother.

_"And so every night and day we raise the celestial bodies..."_the message began again, Preston tuning it out as he went over what it possibly meant.

_Is she trying to tell us she raises the sun and moon? That's impossible_the Commander thought, tapping a stylus against his chin as he mulled it over.

"Can the message be traced? Can we find out who sent it?" Preston asked the comms officer as he sat down in the command chair, the comms officer briefly looking at his console before turning to face Preston.

"Sir it would appear as though the message has come from an uncharted star system on the edges of space, in the Cygnus arm" Lieutenant Chambers announced.

"Good work, plot a slipspace jump to the Perseus arm and prep for a deep scan" Preston ordered his navigation officer, Lieutenant Anthony West.

"Aye aye, Sir."

"Let's see if we can't find the sender of this message."

* * *

"My name is Princess Celestia of Equestria, and we are waiting here for visitors from the stars. If anyone out there is listening we would greatly enjoy meeting you. My sister and I rule a peaceful land of love and happiness and if you were to come you'd be met with open arms. If you wish to know more about us my sister and I are immortal Goddesses with the power to move entire galactic satellites, and so every night and day we raise the celestial bodies that grant life upon our planet. Come to us, and we will live in harmony everlasting" Princess Celestia declared, recording her message with the magic granted by her horn and firing it deep into space, hoping someone would hear it.

"Think anyone will get it?" Princess Luna asked as she approached her older sister on the balcony built outside Celestia's chambers at the top of the royal castle.

"I do not know, all I can hope is that someone out there is listening" Celestia answered, turning away and entering her bedroom as Luna followed.

"We were imprisoned for over a thousand years, and in that time we saw hide nor tail of other life; I do not contend there is anything out there" Luna said, expressing her doubt in the existence of aliens.

"We have sat alone for as long as anypony can remember, and _I_contend that it would be foolish and naive to assume that the only forms of sentient life in the galaxy are the ones native to this planet" the sun Goddess Celestia responded.

"Are you not worried that hostile aliens will receive that message and come to exterminate us all in a cataclysmic war that will physically and emotionally scar us all for years to come?" Luna inquired as the two of them sat by the large bookcase set in the wall.

"My dear sister who in the galaxy would want to be hostile with us? I explicitly stated in that message that we live in a land of love and happiness and that all visitors would be greeted with open arms; I do not contend that anything bad will come of this."

"Evil aliens probably do exist out there, don't forget that, 'Tia" Luna commented.

"You have been reading too many Horsen Wells novels, sister. I'm confident that we will be visited by friendly and peaceful aliens. In fact, they may even have interesting items to trade with us and I'm certain they'd be willing to share their culture with ours. Doesn't that sound fun, Luna? The idea of studying alien ideology, religion, technology?" Celestia asked, trying to make her sister see the bright side.

"I will admit, the prospect is very enticing!" Luna conceded, a smile spreading over her face; when she and Celestia were younger they would always play in the gardens and pretend they were fighting aliens from another planet.

The memories were grand.

"See? You should always focus on the positive, no matter what kind of situation you're in" Celestia stated, briefly thinking back to the thousand years she spent alone, knowing she had been partly responsible for her sister turning into Nightmare Moon.

"Indeed, though I must ask; have we ever been visited by aliens in the past? Other than those ones..." Luna said, trailing off as Celestia gave her an evil eye.

"You know we don't talk about them anymore, Luna. But other than 'them' we have never been visited by aliens" the sun Goddess spat, not angry at her sister but rather the aliens they owe both thanks and hatred to.

"I am sorry, sister, I know how much you dislike them, but they're gone now. No harm will ever befall our people by their hands" Princess Luna declared, wrapping a comforting hoof around Celestia's neck.

"Yes, of course... Anyway, if you will excuse me I have business to attend to. See you later, Luna" Celestia exclaimed, briskly cantering out of the room and slamming the door shut behind her.

Luna shook her head and stepped back out onto the balcony, staring up at the night sky and wondering what was up there.

* * *

**February 10th, 2531**  
**Tau Ceti system**  
**Covenant Sangheili CSO-class supercarrier ****_Divine Wind_****.**  
**Shipmaster Thar 'Saramee**  
**Mission:** find new species to absorb into the Covenant.

_"Qid ti crey ard nim ay ouse veh revatloe giccq jan vaint vil aaum zor qeont. Maur li, qid ouse uyl lar vaupalty zertauisin"_the voice boomed from the loudspeakers hidden in the control room.

_What a strange language_Shipmaster Thar 'Saramee thought, looking over the words of the message displayed on the holo-panel before him. His ship had received the message in audio form but the words of it were also displayed for convenience's sake.

Judging by the glyphs displayed on the panel Thar deduced that it was similar, if not absolutely identical, to the language spoken by the humans.

Just thinking about the humans made Shipmaster 'Saramee cringe in disgust; if there was one thing he found dishonorable about his mission it's that killing humans was not the primary goal.

_If humans indeed send this message then we will glass their planet, but if it happens to be another race that merely speaks their language then perhaps there might be hope. Either way I hope to conclude this mission soon and return to the front lines_Thar mused, though the possibility of it being another species was slim considering the language used by the being who recorded the message was used by only one species; the humans.

"It is clear that this message is a sign from the Gods; they wish for us to find these beings. To destroy them or absorb them I cannot be certain, of course" Thar's assistant, an Aristocrat by the name of Rav 'Taramai.

Aristocrats were members of the Sangheili culture who are skilled enough in the field to utilize the most sacred weapon, the Type-1 energy blade, in pristine combat. The title of Aristocrat is given with personal swords of their own, and once a Sangheili receives his energy sword he is no longer allowed to marry for ceremonial reasons, though he may choose to mate with any female regardless of marital status to ensure swordsman genes are passed on.

All wielders of energy swords are Aristocrats, including Thar 'Saramee, though Thar's sword was a special build with an ornate handle sporting 21 holographic Forerunner glyphs instead of the usual seven that are etched in.

_This blade has spilled the blood of many enemies, and holds great honor_Thar thought, looking down at the handle of the currently deactivated weapon.

Finally, turning back to face Rav, Thar nodded and said "you are indeed correct, 'Taramai. Order a slipstream jump to the location of where this message originates; let us do the Gods' bidding and discover the ones who sent it to us" Thar declared, earning roars of approval from the other officers in the control room.

"Communications, record my following statement and return it to where we received the original message from" Thar commanded, preparing to recite an official response.

* * *

"Luna, come quick! I received a message from space! Somebody was indeed listening!" Princess Celestia shouted as she charged into her room, finding her sister still inside and reading a book.

Standing with a smile Luna approached the giddy Celestia and said "well I guess you were right then, sister. There are aliens out there."

"I am always right, sister. Here, have a listen" Celestia stated, channeling her magic to play the message.

_"Greetings, I am the Sangheili Thar 'Saramee of the Covenant Empire. We seek salvation amongst the stars, ever searching for the holy rings which grant Godhood upon the true believers. If you are there, we will come. Let all who believe walk the blessed path"_a deep voice rumbled, the speaker a clearly religious individual.

"This is so exciting!" Celestia exclaimed, practically bouncing in place like a foal in a candy shop.

"Sister, was that the language the sender spoke?" Luna asked, a thought concerning her.

"No, I had to translate it. Why?" the sun Goddess said, her exuberance dying down.

"We will have to greet the aliens when they arrive; what if hostilities arise due to our language barrier?"

"Luna, did you not hear the message? The one who responded to us is clearly part of a religious group. What religious conglomeration would have hostile intentions?" Celestia replied, mildly annoyed by her sister's pessimism.

"Perhaps you are right, but what if other species heard your message? These religious aliens may be friendly but any others that tuned in might not be" the night Goddess declared.

"Don't worry, Luna, these religious aliens aren't hostile, and I'm sure they'll get along fine with any other alien races that might show up" Celestia said with a toothy grin.

* * *

**A/N: the table is set, and two factions currently at war with one another are heading to the most peaceful place in the galaxy. This sounds like a winner to me(even the author's notes are updated).**

* * *

_**Legal note: **__Commander Michael Preston, Shipmaster Thar 'Saramee, and all related characters belong to me. Princess Celestia, Princess Luna, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries._


	2. Chapter 2: The first arrivals

**Foreword: despite any implications you may draw from this chapter there will be NO shipping and NO sex in this story. There are probably going to be confessions of love, but no legitimate shipping will occur. Keep it clean, bitches.**

* * *

**Chapter Two  
****The first arrivals  
**

* * *

**February 10th, 2531**  
**Uncharted star system**  
**Covenant Sangheili CSO-class supercarrier _Divine Wind_.**  
**Shipmaster Thar 'Saramee**  
**Mission:** find new species to absorb into the Covenant

"This system is home to several planets, Excellency, but only one is inhabited. The continent closest to us is occupied by quadrupedal aliens, the majority of which capping out at three feet tall" the Divine Wind's operations officer announced.

"Bah! They're even shorter than the Unggoy! Pitiful!" Shipmaster 'Saramee exclaimed, dissatisfied with their findings. "They are useless."

"If I may, Excellency, the Unggoy turned out to be tenacious fighters when commanded properly. Perhaps these quadrupeds will prove the same. In fact, they may even serve as excellent allies to the Unggoy" Rav 'Taramai stated.

Thar tapped his fingers against the handle of his sword in thought, knowing full well that what Rav said was true.

They were worth a look, at least.

"Prepare to enter the atmosphere, and bring us to the nearest settlement, I'm going down there by myself. And be sure to scan the rest of the planet for any other intelligent species!" Thar ordered, leaving the bridge in the direction of the gravity lift.

* * *

Twilight Sparkle smiled happily as she left her library on the edges of Ponyville, breathing in the warm afternoon air with an involuntary shudder; it was a little cold in the library, and the warmth was most welcome. The distant hustle and bustle of afternoon Ponyville caught the Unicorn's attention and she set out for Carousel Boutique to pick up a dress from her friend Rarity.

_I also have to grab those apple fritters from Applejack and hurry back to the library to continue studying. Maybe I'll give Spike the day off, too_ Twilight thought, feeling in a great mood, like nothing could ever ruin her day.

Trotting through Ponyville central Twilight saw Fluttershy on the side, successfully negotiating a cheaper price for some radishes from a vendor.

_Those lessons from Iron Will paid off for her, after some help from Rarity and Pinkie anyway_ the Unicorn mused, remembering the troubles those two went through to get Fluttershy back to normal when she went too far with the Minotaur's teachings.

Reaching Carousel Boutique Twilight knocked on the door and stepped back, patiently waiting for Rarity to open up. While she waited Twilight could hear a commotion down the street about something in the sky.

_Probably Rainbow Dash pulling off a new trick._

The door finally opened, and Rarity stood in the doorway.

"Ah, Twilight, to what do I owe the pleasure of this visit, dear?" the fashionista Unicorn inquired, a friendly smile on her face.

"I'm just here to pick up that dress I ordered" Twilight replied curtly, earning a nod from Rarity as she galloped back into her store to grab the article in question.

"Just a minute!"

Twilight went back to waiting and could hear the commotion picking up in intensity, several ponies galloping past her away from the town center. Somewhere nearby the Unicorn could hear Lily yelling "the horror, the horror!" which made Twilight nervous.

_Lily only does that when something truly bad is going down_ Twilight thought, remembering all those times Lily had yelled those words when Cerberus was rampaging through town or a greed-grown Spike or something else along those lines.

"Look there, in the sky! Is that-"*

"Stay focused, we got a job to do!"*

Twilight turned around and saw Royal Guards marching down the street and coming to a stop in an intersection, watching the sky with an intensity only they could hold.

Finally, her curiosity getting the best of her, Twilight looked up and gasped, seeing a massive shape hovering in the sky above Ponyville. It was _long_ and bulbous, sporting a hook-like appearance at the front. The creation steadily inched forward until it was directly above Ponyville, a cylinder of purple light coming down from the middle until it came to a stop on the ground.

Twilight was utterly confused and a little terrified of this thing and where it might've come from.

Rarity walked out of the shop carrying Twilight's dress in her magic and saw what everpony in Equestria was staring at, losing concentration long enough to drop the dress on the ground.

"What in Celestia's name is that?" Rarity wondered aloud, mentally admiring it's sleek beauty.

"I have no idea" was all Twilight had to offer in response before some kind of creature slowly descended from the gravity lift, a mixture of horror and anticipation as the monster reached the ground and walked out of the light cylinder towards the ponies.

"Ik mar ell reve laimaew" the creature said in his language as he looked around at the ponies, the royal guards never taking their eyes off him.

Twilight stepped forward, hoping he wasn't violent.

* * *

"Where in the name of the Gods am I?" Thar said in wonder, eyeing the varying quadrupeds that stood before him with looks of fear and fascination on their faces.

Suddenly one stepped forward, a purple one with a horn of some type sticking out of its head. Judging by body shape and style Thar deduced it was a female.

"Escus mo, bal hoo al yoo" the female spoke to him, not a single word understood by Shipmaster 'Saramee, who made this apparent by looking around at the other quadrupeds and clenching his fists.

Sensing this possibly hostile action the purple female donned a look of worry and the horn on her head began to glow before she spoke again.

"Hello, I am Twilight Sparkle, what is your name?" the female asked in perfect Sangheili, surprising Thar. It would appear the horn lent her some special properties.

Before the Sangheili could answer there was a bright flash that temporarily blinded all in the immediate vicinity, including the purple female.

When the light died out Thar 'Saramee was back a number of feet in a defensive pose, and standing where the bright flash had occurred was a large white quadruped sporting a horn and wings.

"Pikutia Celeste!" the purple female yelled in her language, irritating the Shipmaster; their language was grating and they would probably be forced to adopt Sangheili upon joining the Covenant.

The white quadruped raised her wings and the others stilled themselves as she approached Thar, her horn taking on an olive glow.

"Greetings, I am Princess Celestia; I trust you have made verbal contact with my student?" the white quadruped asked, also in perfect Sangheili.

"The Twilight Sparkle? Indeed, she had been brave enough to approach us" Thar answered, dropping his defensive pose and easing up; they were not going to hurt him.

"I apologize for the behavior of my subjects; the last thing they were expecting on this fine afternoon was an alien vessel to descend from the sky. You are a member of the Covenant that were spoken of in the message sent to me?" the quadruped inquired.

"Indeed, I am Shipmaster Thar 'Saramee of the Covenant CSO-class supercarrier _Divine Wind_, and seventh** generation warrior of the 'Saram family" the Sangheili proudly explained, finding it simpler to ease into conversation when talking about his heritage and ship.

"Intriguing. Well, if you would be so kind I would like to take you to Canterlot, get to know you better before we discuss how we're going to integrate our two species into each other's society. I am Princess Celestia by the way" the white quadruped explained.

Thar frowned in anger, knowing that the Princess believed the two would be mutual allies. Thar was about to tell her that her kind and any others on the planet would be forcefully assimilated into the Covenant Empire when he caught notice of glyphs on her chest piece.

Taking a closer look the Shipmaster's eyes went wide; she was Forerunner!

Immediately dropping to one knee Thar bowed and said "thy holy Goddess, I submit thyself to your will."

Celestia looked down in mild surprise and said "you may rise now, 'Saramee."

The Sangheili stood and Celestia noticed a change in demeanor; gone was the vaguely hostile and menacing look and stance, replaced by subservience and neutrality.

"Your demeanor changed when you took a closer look at me; do you know of me?" the Princess asked, wondering why Thar had acted the way he did.

"The glyphs on your chest piece, they are of the Gods" the Sangheili answered.

"Well...given your change in demeanor I could theoretically leave you here with Twilight" the Goddess stated, turning to face the purple female and speaking to her in their language.

To pass the time Thar looked around the town, the majority of which was shaded by the Divine Wind; it was colorful and clean, and besides the commotion of his appearance the whole town seemed rather peaceful.

_I'll take the Wind over the forest outside the town so it's not hanging over these quadrupeds all day_ the Shipmaster thought.

"I do believe my student will be able to handle you, so if you would like to stay in this town you may do so" the Goddess finally said, forcing the Shipmaster to return his attention to her.

"As you wish, holy one, but I contend I will stay within my ship for the majority of my duration here" Thar replied, earning a nod from the Princess.

"So be it, Shipmaster" Celestia said, disappearing in the same flash of white that had signalled her appearance.

_These beings are strange, and I need to quickly evaluate their military might before submitting my report to the Hierarchs_ Shipmaster 'Saramee thought.

"Um, excuse me" a meek but friendly voice said, Thar recognizing it as that of the purple female, Twilight Sparkle. "Your name is Thar 'Saramee, correct? What a strange name... I mean no offense!"

"Your name is just as strange to me, Sparkle. In fact, this whole land is strange" Thar commented, once again perusing the town.

"You are the servant of the holy Goddess, yes?" Thar inquired, looking down into the eyes of Twilight Sparkle.

"I'm her student, not her servant, but I am directly connected with her on a personal level" Twilight answered, not angry at his 'servant' remark but still stern.

"If you are the personal protege of the Goddess then your wish is my command" 'Saramee told her.

"Very well then, if you'll follow me to my home I've got quite a lot of questions to ask you" the female responded, barely concealing her excitement.

* * *

Several hours into the night Twilight Sparkle had finished her questions and had allowed Thar 'Saramee to return to the _Divine Wind_, where he was told by Rav 'Taramai that the Hierarchs wished to speak with him.

"Put them up" the Shipmaster commanded, the communications officer putting in the necessary commands and the holo-screen displaying the face of the Prophet of Truth.

_"Shipmaster 'Saramee, I trust you have good news to share with us?"_ the Hierarch asked.

"Indeed, Holy One, this planet is populated by quadrupedal aliens that appear to be on the 6th or 7th Technological Advancement Tier; they are a primitive group, but one of the natives offered me an alarming abundance of information about their society, culture, government, and military. They are incredibly trustworthy and as a result I do not contend they will be difficult to assimilate into the Covenant. They may even voluntarily join us, Hierarch" Thar explained, a satisfied smile on Truth's face by the end.

_"This is most satisfactory, Shipmaster. Begin integrating these quadrupeds into the Covenant. Does their species have a name?"_ the Prophet inquired.

"They call themselves ponies, Holy One."

_"Excellent work, Shipmaster"_ Truth stated before ending the communication link, leaving the control room of the _Divine Wind_ quiet once again.

* * *

***These lines are a reference to the same lines spoken by Marines at the start of the Halo 3 level The Ark.  
******Seven reference**

**This remake is so boss; I'm going to have SO much fun re-writing the death scenes of the ponies!  
**

* * *

_**Legal note: **Shipmaster Thar 'Saramee, Rav 'Taramai, and all related characters belong to me. The Prophet of Truth and all related characters belong to 343 Industries. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i._


	3. Chapter 3: Running a Marathon

**Chapter Three**  
**Running a Marathon**

**February 14th, 2531**  
**Unknown star system, Cygnus arm**  
**UNSC Destroyer _Marathon_**  
**Captain:** Commander Michael Preston  
**Mission:** classified  
**Destination:** unspecified

"Commander, are you sure about this? It could be dangerous down there?" Lieutenant Tiffany Gates inquired, expressing her concern over the Commander's plan to personally head down to the surface of the planet they had discovered.

They had arrived in the current star system and had found several planets, though only one was inhabited. Upon this discovery Commander Preston ordered a dropship be prepared so he and a Marine Combat Team could deploy to the surface.

"Yes, Lieutenant; scans show that the only beings down there are some kind of quadrupeds. I don't think there's any danger" Commander Preston replied.

"Well I guess I can't stop you, Sir. Stay safe down there" Gates requested, almost pleading with the Commander.

"Don't worry, Lieutenant, I'll be OK" Preston said, standing from his command chair and turning to face the holo-tank that housed the _Marathon_'s 'dumb' AI, Everlasting Fall. "Fall, I advise you not to steal any classified information while I'm gone. You're in charge."

_"Of course, Commander"_ the AI responded as Preston left the bridge, making his way through the ship down to the hangar bay where he found a D77-TC Pelican dropship and Marine Combat Team 7 waiting for him.

"Well, what are we waiting for? Get on the ship and let's get down there" Commander Preston ordered, boarding the craft along with the Marines as it took off and streaked down towards the planet.

* * *

Twilight Sparkle sighed as she stepped out of the library, staring at Canterlot several miles away. Thar 'Saramee had gone to Canterlot to discuss something with the Princesses while his ship explored the rest of the planet in search of other life. Of course they would find plenty, such as Canines, Griffins, and Dragons.

In the preceding days Twilight had learned a lot about the Sangheili and their religious group, the Covenant.

The Sangheili were apparently a proud and honor-centric race, focusing on archaic beliefs of honor through death and combat, an ideology Equestria abandoned after the Discordian rule.

Twilight also learned that all Sangheili are raised to be warriors, being taught to fight as soon as they are able to walk. All other societal roles such as becoming a doctor are treated as secondary endeavors or even hobbies. In addition to this she was told that Sangheili never know their fathers to prevent social status from being inherited, forcing Sangheili children to make their own way in the galaxy.

The thought of most Sangheili never knowing their fathers saddened Twilight greatly.

In addition to their society, culture, and anatomy Twilight also learned about their technology, which she found to be most exciting.

Thar had personally shown her a device he called the Type-1 energy sword, a weapon which was very important to the Sangheili Shipmaster. According to Thar the energy sword was more a ceremonial tool than a weapon, though they were used on equal fronts.

Twilight had been skeptical about a sword that had light for blades, and had requested a demonstration, leading the Sangheili to the edges of the Everfree forest and telling him to cut down a tree with the weapon.

In one quick swipe the blade had slashed through the tree, and at first nothing happened until Thar pushed on the trunk firmly and the entire upper part of the tree fell over, separating at the spot where the blade passed through.

The Unicorn was both excited and horrified by this; she could only imagine the effect it would have on organics.

Accompanying the energy sword was a weapon called the Type-25 Directed Energy Rifle, or plasma rifle; according to Thar 'Saramee the plasma rifle fired a superheated ionized gas called plasma, and direct hits from the plasma bolts would cause up to third and fourth degree burns, and near impacts and misses could cause first and second degree burns, or if you were really lucky would just cook the fur off your skin.

The weapon horrified Twilight greatly, and what was worse was that there were bigger weapons in the Covenant army that fired the same kind of plasma.

At the end of the night their discussion came to Thar's ship, a CSO-class supercarrier; the supercarrier was the largest ship model in the Covenant navy next to their space stations, clocking in at around 17 miles in length, or 28 kilometers. It was armed with numerous plasma turrets, energy projectors, pulse laser turrets, and plasma torpedo tubes. For defensive purposes it sported what the Shipmaster called an energy shield, which could be used to absorb tremendous amounts of damage to protect the ship.

Twilight sighed once more, resigning herself to a day of boredom; Thar would be gone for several days, and the Unicorn was excited for his eventual return.

The Unicorn was about to head back inside when a faint humming caught her attention, making her turn around and look up at the sky where she saw a craft descending from the sky which swooped to a stop in front of the library, flames jetting out some tubes on the wings and scorching the grass under it.

_Perhaps my day won't be so boring after all_ Twilight thought as a ramp on the back of the craft dropped and a group of bipeds thundered out, levelling large devices in their hands. The majority of the bipeds were adorned in a gray armor and metal hats but there was one who wore only cloth coverings; his shirt had several ribbons and medals on it and his mane was cut short, running gray around the edges.

Twilight guessed his age at around late thirties to early forties.

"Spread out! Look for any kind of sentient life! Somebody built this town" the cloth-covered biped barked, apparently being some kind of captain like Shining Armor as the other bipeds did as he told.

"Um, excuse me, can I help you?" Twilight asked, unaware that the day was about to get a lot more intense than she hoped it would.

* * *

"Holy crap, did that horse just talk?"

"How the hell do horses talk?"

"Are they aliens?"

"Am I still high?"

All of these questions rang out from the Marines as they crowded around Twilight, encroaching upon her personal space and making her feel uncomfortable and claustrophobic.

"Alright, cut it out, there's no way in hell that horses can talk. It must've been some kind of planetary anomaly. Let me get on the horn with Everlasting Fall and see if he can detect any kind of radiation that we missed" Commander Preston declared, approaching one of the Marines and preparing to snatch the radio phone off his back.

"But I can talk! See? I'm talking, you're not crazy, I promise" Twilight exclaimed, making the Marines step back in fear and level their weapons at her.

"This place is _messed_ up!" the Marine sergeant, Christopher Grimesy, yelled, rubbing his eyes making sure they were clear as he looked at the Unicorn.

"What is wrong with you aliens? Is my existence really that implausible to you?" Twilight exclaimed, stamping a hoof into the ground for emphasis.

"Commander, it's getting agitated. We need to defuse this situation fast or we're screwed" Sergeant Grimesy announced.

"Alright, alright, everyone just calm down! Horse, what is your name?" the Commander demanded, making sure the Marines had stood down before approaching her; everyone was jumpy, and the last thing Preston wanted was one of the Marines shooting the horse and causing an incident.

"I'm a _pony_, thank you, and my name is Twilight Sparkle" the horse- pony, spat, angry at the 'horse' moniker.

"OK, 'Twilight Sparkle'? Really? This planet really IS messing with us" Commander Preston sighed, getting on the radio with the _Marathon_.

"Everlasting Fall, come in, this is Commander Preston."

_"Yes, Commander, how may I be of assistance?"_ the AI asked, his cheery artificial tone indicative of 'dumb' AIs that have no complex personality.

"I need you to run a fully detailed scan of this planet, primary search parameter is radiation; there's a horse down here and it's talking to us" Preston said.

"I'm a PONY!" the horse yelled.

_"Understood, Commander. Running the scan now... No significant amounts of radiation have been detected beyond the usual background radiation, and even that is in extraordinarily low quantities. Your horse is real, Commander"_ Fall stated matter-of-factly.

"PONY!"

"Knock it off, your yelling is hurting my ears... So you really are real...this was unexpected" Preston said, frowning.

"Why? Why is it such a big deal?" the pony inquired, anger still in her voice. Hopefully her anger will die down and the situation won't blow wide open.

"HEY! What the hell?! Get off of me!" Sergeant Grimesy suddenly shouted, prompting the Commander and the Marines to whip around and draw their weapons.

The Sergeant was being mauled by a pink pony.

"OH WOWEE MORE ALIENS! You guys look so dull and boring like you need to have some fun you wanna come back to my place for a good time?! I'm sorry my friend Rainbow Dash taught me that one she said it was a great way to pick up guys whatever that means! Hey, do you know Thar?! He's this big scary alien that we know well I thought he was scary but my granny said I can just laugh my fears away like HAHAHAHAHAHAHAHAHAHAHAHAHAHA HAHAHA!" the pony ranted, jumping up all around the Marines and hopping in their faces, coming to the Commander last.

"YOU WANNA PARTY!?"

**_BOOM!_**

Time slowing down and her ears ringing Twilight looked on in horror at the device in Preston's hands, part of the top of the device sliding back and a brass cylinder soaring out into the air, smoke trailing out of it as the top of the weapon began to close. Turning her eyes to Pinkie Twilight saw her body falling to the ground, blooding falling out of her rear left leg and tainting her pink coat like a cancer spreading throughout her very essence.

Her body hit the ground, time returned to a normal speed, and Pinkie Pie began screaming.

"Holy shit, Sir...you shot her!" Private Leroy Jenkins said, staring at the Commander in disbelief.

"She'll live. UNSC _Marathon_, send a fully-armed Pelican down, we got a situation down here" Commander Preston stated.

_"Yes, Commander."_

"What did you do to her!? Oh my gosh, she's bleeding! HELP HER!" Twilight screamed.

"SHUT UP!" Preston bellowed, feeling like he wanted to shoot her too. The pink one had thoroughly broken proximity protocols and the Commander should've shot her the moment he saw her hopping all over Sergeant Grimesy.

Suddenly a bright flash of white filled everyone's vision, the Marines stepping back and crouching down, aiming their MA5B assault rifles at the being that had appeared out of the white flash.

"FREEZE!" Commander Preston thundered, aiming his M6G/B* at the large white horse standing next to the purple pony.

"Wait! Please calm down! We don't want to hurt you!" the white pony exclaimed, raising her wings as if to still the Marines.

The humming of a Pelican dropship filled the air and the craft swooped down above the Marines, the 70mm chain-gun sweeping back and forth as the pilot looked around the town.

_"This is Echo-419, orders, sir?"_ the pilot asked, watching the tension fill the air so thick you could cut it with a knife.

"Stand by, Foehammer, this situation is hairy; these ponies already broke proximity protocols" Preston replied.

"We DON'T want to hurt you!" the purple pony shouted, charging forward a small distance.

"WASTE HER!" Preston ordered.

"NO!" the white pony yelled.

The Marines all gripped their MA5Bs so tight their knuckles were glowing white, and Commander Preston himself had a really itchy trigger finger; they either needed to get the hell out or calm everyone down.

"Commander, what are we doing?!" Grimesy shouted, his hands on his shotgun like a vise.

"Foehammer, set her down and prepare for immediate dustoff. We're getting the hell out of here!" the Commander declared, turning tail and running along with the Marines as Echo-419 soared some distance from the town and began to lower.

"WAIT! COME BACK!" Twilight screamed as she chased after them, Princess Celestia following close behind.

"Twilight, wait!"

The humans reached the Pelican and jumped in, the ramp sealing behind them and securing them from the assuredly psychotic ponies as Echo-419 rose into the air.

Preston rushed into the cockpit as Foehammer turned the dropship around to face the two ponies on the ground, staring up at them.

"Get us out of here" the Commander ordered, Foehammer complying as she pushed the control sticks forward, rocketing the dropship back into space on a course for the _Marathon_.

* * *

"Well, that could've gone better" Commander Preston lamented as he sat in the command chair, overlooking the report he had drafted up to send to the Office of Naval Intelligence.

_"At least there were no casualties; all human personnel got out alive and unharmed"_ Everlasting Fall piped up, his avatar appearing on the plinth next to the main screen. _"The horses are in disarray, Commander, and I'm sure they're very angry at us. What will be your next move?"_

"Get out of this system, but make sure the planet is tagged for the UNSC" Preston answered, leaning back in the chair and smoking a Sweet Williams, a cigar brand popular with naval officers.

The commander broke at least three regulations igniting a combustible on the command deck, but didn't care; things had gotten too stressful down on the surface.

"Sir! You've got a message from the planet's surface! Records indicate it's from the same thing that sent us the original message" the communications officer announced.

"Ah, hell. Play the message, Lieutenant" the Commander ordered, wondering just what the message had to say.

_"Fear was abundant in all of us, and we were met with a misunderstanding. Please return to us, we are truly friendly"_ the same regal voice from the original message said.

Commander Preston sighed and looked at Everlasting Fall, saying "tell MCT 7 we're heading back down there; full combat load, it might be a trap."

"Yes, Commander."

* * *

Echo-419 came to a stop and swooped around on its horizontal axis, dropping the rear hatch allowing the Marines of MCT 7 and Commander Michael Preston to step out. The dropship retreated into the air and provided overwatch for the humans.

The Commander approached the same large white horse from earlier and stopped a safe distance before her, the two sides symmetrical; flanked by the white horse were six others, three on each side, Preston recognizing one as Ms. Twilight Sparkle. On the Commander's side he was flanked by the six Marines that made up MCT 7, three on each side.

Each of the Marines kept their MA5Bs trained on the horse directly across from them.

"I am Princess Celestia, you are?" the white horse inquired, taking a step toward the Commander. The Marines focused their rifles on her.

"No, keep your weapons trained on the horse across from you. I'll handle her if need be" Preston commanded.

Each of the equines bristled at the word 'horse', and the Commander suspected it was derogatory in their world.

"We're not going to hurt you, but you hurt one of us" the Princess Celestia stated, silenced when Preston raised a hand.

"Save it, that pink one there broke proximity protocols, she could've very well been a threat. She _should_ be dead, but I spared her... I see you patched her up just fine. I trust there was no significant issue removing the bullet from her leg?" Commander Preston asked.

"No, there was not" Princess Celestia replied.

"Good. Now, I will concede to the point your made in your message; this was all a misunderstanding. We are travellers and this is the first time we've ever made contact with a species such as yours; both Ms. Sparkle and the pink one made us very uneasy with their confrontations, though I suspect our shock at finding a race of intelligent horses also played a hand" the human naval officer explained.

"Could you please stop calling us horses? It's very rude" Twilight Sparkle requested, she herself taking a step towards the humans.

"Alright, alright, all of you step the FUCK back. You're breaking proximity protocols again and that started all this in the first place" Sergeant Grimesy yelled, his shotgun trained tightly on the butter-yellow horse directly across from him.

The horse was shaking in fear.

"What distance are we allowed to stay at?" the Princess inquired.

"The minimum is 7 feet; 6 to 4 permits less-than-lethal force to subdue, and 3 to 0 permits to take whatever measures necessary to ensure UNSC First Contact forces make it out alive" Preston explained.

"What does all that mean?" Twilight said, perplexed.

"It means that if you come any closer we _will_ kill you" Grimesy exclaimed.

"Exactly. Now, if the matter can be cleared up we _would_ like to establish a peaceful relationship between our two species" Preston said.

"Gladly, this was all just a big misunderstanding after all. All I request is that you apologize to Pinkie Pie for shooting her" the Princess told him.

"I'm sorry."

"Excellent. Now, for official peace talks we must travel to my home of Canterlot and-" Celestia said, cut off when one of her guards stepped up and whispered something into her ear.

Sighing in exasperation the Princess dismissed the guard and said "I apologize but I must be going; my sister is having a tough time handling Thar. I'm sure my student and her friends can handle you all if you'd like to stick around for a while."

"So what? You're trusting us to just stick around here unsupervised? We're all friends now?" Preston stated.

"Did I not say my student and her friends will keep an eye on you?"

"Who precisely is your student?" the Commander asked, watching as Celestia pointed her hoof at the purple one, Twilight Sparkle.

"Awkward" Private Leroy Jenkins commented, earning a firm tap in the ribs from Sergeant Grimesy's elbow to shut him up.

"Well, this certainly _is_ very awkward. I'm sorry for this terrible misunderstanding" the Commander stated.

"I'm sorry for being so enthusiastic when I met you; looking back I can see my behavior was very inappropriate when making contact with an alien race" Twilight responded, shame in her eyes.

"Would you like to come into the library where we might be more comfortable? I've got a lot of questions."

"Lead the way" Preston said, following the purple pony as they went into a large hollowed out tree.

* * *

***This is the magnum sidearm first seen in Halo: Reach.  
****Hey, Blackburn, since we always play off each other and do whatever the other is doing/has done does that mean you'll write a remake of FFE One?  
**

* * *

_**Legal note: **Shipmaster Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i._


	4. Chapter 4: Suspense is building

**Chapter Four**  
**Suspense is building**

**February 17th, 2531**  
**Unknown star system, Cygnus arm**  
**Town of Ponyville, land of Equestria**  
**Twilight Sparkle**  
**Mission:** study friendship  
**New directives:** study the human race

Twilight smiled as she looked over her notes on the humans, skimming them for any spelling mistakes or inconsistencies. The humans had imparted her important knowledge regarding their state as travellers and their names.

_Commander Michael Preston, Staff Sergeant Christopher Grimesy, Private First Class Leroy Jenkins, Private Alfred Jameson, Lance Corporal Stephen Narest, and Private Cole Ramsey_ Twilight thought, musing over how peculiar their names were.

Though they were no more peculiar than Thar's name.

Thinking of the Sangheili made Twilight restless with anticipation; the warrior was to return to Ponyville today and the Unicorn had a lot more questions to ask him; they would pick up right where they left off.

_Now I'll have two species to learn about! I wonder if Thar's ever met any humans... It doesn't seem likely._

A knock came to the library's door and the Unicorn trotted over to it; the library was open to ponies so the knock would have to mean that the being at her door wasn't a pony.

Opening the door Twilight saw Thar 'Saramee standing before her, one of his U-shaped dropships hovering in the street behind him. The craft rose into the sky and headed back to Canterlot.

"Twilight Sparkle, may I come inside?" Thar asked, the Unicorn stepping aside as a signal of confirmation.

"We have a great many things to discuss, Thar. I wish to know more about the Covenant; how they were formed, who leads them, that sort of thing" Twilight explained.

The Sangheili only nodded as Sparkle picked up her writing utensils and a few sheets of paper; Thar watched curiously as she grabbed a feather and dipped the tip in a small bottle before pressing it to the paper.

"So who leads the Covenant?" Twilight began.

"Three holy hierarchs named Truth, Mercy, and Regret. The Holy Ones were bestowed with all the knowledge of the Forerunners and lead our quest to begin the Great Journey" Thar answered.

"What is the Great Journey?"

"It is the unified goal of the Covenant; to find and activate seven sacred rings which will send a holy wind through the galaxy, turning all true believers into Gods" the Sangheili said.

In spite of his descriptive answers Twilight found all of this to be very vague; how does a holy wind turn people into Gods? Who could construct not one, but seven devices that turn people into Gods?

The more and more she learned the more she became skeptical, but then again she had never studied religion because she doesn't believe in what she can't see.

_And Pinkie sense? You believe in that and that can't be seen_ her mind chirped.

No, she's seen that in action, it exists.

"If you'll have no objections I would like to learn more about you ponies" Thar requested, though he wasn't sure what else he could learn considering that Twilight told him everything about their race and what comprises their civilization.

"Oh, what a wonderful idea! There are two ponies in town, Lyra and Bon-Bon, they could tell you quite a bit about what it's like to live in this town; I don't have the time right now, I've got company coming by soon" Twilight said, writing down the address of the two mares and handing it to the Shipmaster.

"So be it" Thar replied, exiting the library and heading in the appropriate direction.

Looking back at her notes Twilight checked the information she had gleaned from the Sangheili about the Covenant and smiled, feeling as giddy as a foal in a candy shop. She had page after page of notes on society, anatomy, and technology from both alien species in Equestria and knew about things as simple as a human microwave to a Covenant starship's fusion engines.

"What fascinating information, I'll need to remember to ask Commander Preston how humans travel across space so quickly. His ship is fast, for sure, but space is expansive; it's at least 21* light years from here to the nearest planet" the Unicorn said to herself.

Just then she heard footsteps coming down the stairs and saw Spike poke his head out, scanning the foyer like he was searching for something.

"Hi, Spike, did you lose something?" Sparkle inquired, the baby dragon looked up at her.

"Is that alien freak gone?"

"Spike! I raised you better than that, he's not a 'freak'" Twilight scolded him, to no avail.

"I know you thought the same thing when he first showed up" Spike responded, folding his arms over his chest.

"Well... OK, you win. But please, Thar is just as much a person here as the rest of us" the Unicorn reminded him.

"Alright, alright. To be fair he does look kinda cool; all that armor makes him look so amazing!" the baby dragon exclaimed, earning a smile and eyeroll from the Unicorn.

Boys... Hey, that reminds me; Commander Preston and his men are supposed to come back soon Twilight thought.

"Spike, I need you to head to the stationery store and get me some more paper and ink. The humans will be back soon and I want to ask more questions" Twilight told him.

"Oh great, more creepy aliens" the dragon commented exasperatedly.

"Spike!"

"Right, sorry" Spike said sheepishly, rushing out of the library with the money in hand.

Twilight sighed.

* * *

"So then I told him 'read it? I wrote it!'" Private First Class Leroy Jenkins yelled, finishing a joke he was telling to a rainbow-maned Pegasus, Rainbow Dash.

The pony broke out laughing, rolling on the ground and slapping her hoof into the dirt. Leroy himself allowed a chuckle; no matter how many times he told that joke it was still funny.

The two were standing outside a local bakery by the name of Sugarcube Corner, Sergeant Grimesy and the Commander were inside with the rest of the squad on some kind of milk run for the librarian Twilight Sparkle.

_Well, cupcake run, rather_ Jenkins thought, smiling wily.

Rainbow Dash had finally regained her composure, wiping a tear of mirth from her face and still giggling she looked up at the young PFC and said "you know, you're a pretty cool guy, Leroy. I like you."

"Aw, you don't mean that" Jenkins replied, a faint shade of red coming to his cheeks.

"No, I do. You're really cool" Dash reaffirmed, making sure the Private got it this time.

"Thanks, that means a lot coming from you."

"Of course it does! I am the coolest pony in Ponyville, after all" the Pegasus boasted, earning an incredulous look from Leroy.

"Yeah? Prove it" was all the human had to say, Rainbow taking the challenge immediately.

Right around the corner Thar 'Saramee entered the home of Lyra and Bon-Bon, the Elite unnoticed by PFC Jenkins.

When Rainbow Dash finished her stunts she floated back down to where Leroy was still standing, his brow was cocked but no other signs of impression were present.

"OK, that was pretty cool" the human stated, Rainbow soaking up the praise like a sponge in water.

"Maybe someday you'll see my signature move, the Sonic Rainboom!" Dash said with a flap of her wings.

"That sounds nice."

Just then Sergeant Grimesy stepped out of the bakery carrying a cardboard box, immediately followed by Commander Preston and the rest of the squad.

"Jenkins, quit flapping your lips and carry this damn box" the Sergeant ordered, shoving the box into the Private's arms.

"Yes, sir!"

"Where you guys going?" Rainbow asked, watching the Sergeant turn to face her.

"Back to the library; damn Twilight Sparkle chick has been told to keep an eye on us but all she ever does is ask questions! 'Grimesy, who made your shotgun?', 'Grimesy, why does your dropship defy gravity?', 'Grimesy, why you always picking on Jenkins?', that sort of thing" the Staff Sergeant exclaimed, obviously upset at Twilight's never-ending barrage of questions.

"She's an egghead, all she ever does is ask questions" Dash stated.

"Yeah, yeah."

The Marines quickly got on their way and soon made it to the library, setting their equipment down and taking seats next to it. Jenkins handed the box of cupcakes to Twilight.

"Thank you, Leroy. Now, I want to ask questions about your weapons; please set them out on the table" the Unicorn requested.

"Are you _insane_, girl? You honestly think we're just gonna hand our guns over to you? Who's to say you won't shoot us?" Grimesy protested.

"They won't be loaded, Sergeant" Commander Preston said, grabbing his shotgun and unloading the shells from the tube.

After several minutes Preston had set out an MA5B**, and M6D, and an M90 Mk1 shotgun, with mags for the first two and a round for all three. The guns were unloaded and the safeties were on.

Preston began with the assault rifle. "This is the MA5B Individual Combat Weapon System, it is a gas-operated, magazine fed, fully automatic assault rifle that fires the heavy 7.62mm NATO round from a sixty-round magazine. The top of the weapon sports an electronics suite that houses the digital ammo counter; in short it's this little screen which tells the operator how many rounds remain in the magazine" the Commander explained, Twilight writing as fast as she could.

"Next up is the M6D Personal Defense Weapon; it fires a 12.7x40mm semi-armor-piercing high explosive round from twelve, eight, and seven round magazines. The twelve and eight round magazines stick out from the bottom of the grip but the seven-rounders fit flush. Unfortunately all mags in my armories are seven rounders. The M6D is also issued with a KFA-2 2x zoom smart-link scope; it tethers to the heads-up display of a SPARTAN's helmet or the eye-piece on a Marine's helmet."

Twilight made a mental note to ask about Spartans.

"And last but certainly not least is the M90 Mk1; it's a pump-action shotgun that fires an 8-gauge shell from a twelve round dual-tubular non-detachable-type magazine. It's rugged and durable, and can put a world of hurt on the bad guys. We have other weapons, too, such as the XBR55 and the SRS-99 AM sniper rifle" Preston finished.

"OK. Tell me about the Spartans" Twilight requested.

"I'm sorry, but I'm not allowed to share any details; all you need to know is that they're very powerful super-soldiers" the Commander answered.

"OK, that's all I need to know for now. Would you like to know anything about us that you haven't already been told?" the Unicorn offered, setting her quill and paper down.

"I saw two ponies in town the other day, an aqua one and a cream one; I'm pretty sure they're lez's" Sergeant Grimesy stated.

"'Lez's'?" Twilight said, unsure of what he meant.

"Lesbians" the human said in more basic terms, met with a blank look from Twilight.

"Damn, how do I explain this in a way you'll understand?" Grimesy wondered aloud, thinking for a few moments before he thought of something.

"I think they are in a relationship" Grimesy said, enunciating his words very clearly.

"Oh, yes. That's Lyra and Bon-Bon I believe, and they are indeed Ponyville's resident fillyfoolers. At least the two that are publicly known" Twilight told them, the Marines dumbfounded by her terminology.

"'Fillyfoolers'? Commander Preston said, unsure of the word rolling off his tongue.

"Yes, that is the politically correct word for a mare that is romantically attracted to her own gender" Sparkle explained, confusing Grimesy even further.

"Say what now?!"

"Fillyfooler is their word for lesbian, Sarge" Jenkins answered, earning a scowl from the Sergeant.

"Let me guess; you got some kind of fancy word for guys who like other guys, huh?" the Sergeant inquired.

"Yep! Those are called coltcuddlers!" Twilight exclaimed.

Grimesy cursed Equestria's strange terminology.

"Are you a fillyfooler, Twilight?" Preston asked, watching a blush come to Twilight's face.

"I...like both" the Unicorn answered.

"Hot" PFC Jenkins commented.

"Forget it, Marine, not even human girls like you" Grimesy reminded the soldier.

Before their argument could continue Commander Preston stepped forward and said "alright, what about this Pegasus Jenkins was talking to? Rainbow Dash? She must be the biggest fillyfooler in the entire world, right?"

"Nope! She's a hundred percent straight!" Twilight responded.

Preston cursed his disproven logic.

"About this Lyra and Bon-Bon couple; could we meet them? Maybe get to know them better?" Leroy said to Twilight. The rest of the Marines knew the truth, however; he just wanted to see some lesbian-pony action.

"Sure, here's the address; they might have some company right now, however" the Unicorn told them, sending the humans on their way with the address of the fillyfoolers.

Once they were a fair distance from the library Sergeant Grimesy began to pick on Jenkins again, looking at the Marine and asking "so what about lesbian ponies turns you on, Private?"

"Well they're lesbians, and the ponies around here are darn cute. What's not to like?" the Private asked, earning groans of disbelief from his comrades.

"You are a freaking weirdo, Jenkins" Grimesy stated as they came up on the address written on the paper.

"This is the place. Jenkins, knock on the door" Private Cole Ramsey jokingly ordered, his thick British accent full of bemusement.

"I'm not gonna knock, you knock!" Jenkins replied defensively.

"Why don't you knock, Jameson?" Lance Corporal Narest asked, earning a fear-filled look from the soldier.

"No way! These things are freaking aliens" Private Jameson protested.

"They're not really aliens, just lesbians. Man, I swear, if we ever fight any Covenant you'll be screwed; you'll probably crap yourself and flee, screaming the moment one of those Grunts looks at you" Jenkins teased.

"Shut up, Jenkins" Jameson retorted.

Sergeant Grimesy perked up at the use of his catch-phrase and yelled "Private Jameson! You trying to take my job?!

"N-no sir, Sergeant" Alfred answered, beginning to sweat.

"Really? Because you'd be really good at it" Grimesy replied, confusing the young Marine before turning to face Jenkins.

"Shut up, Jenkins!"

Commander Preston was about to knock on the door himself when it opened, an aqua-colored Unicorn standing in the frame, apparently roused by the yelling outside her door.

The back door in the kitchen closed.

"Oh, the humans! Can I help you?" the Unicorn inquired, wondering why the one was sweating so profusely.

"Um, yeah, we just came by to say hi and maybe make friends" the human said, the tag on his shirt saying 'Jenkins'.

"I thought we came here to watch hot lesbian action" Ramsey joked, his accent adding an extra layer of humor.

"Shut up, man!"

* * *

**Thirty minutes earlier**

Shipmaster 'Saramee walked up on the door of the home where the quadrupeds Lyra and Bon-Bon lived, knocking on the door lightly so as not to break it.

_I wonder if they will enjoy seeing a seven-foot tall Sangheili knocking at their door_ Thar mused, looking up and down the street. Several ponies were watching him with fear.

_Been here for a week and the majority of them are still terrified of me. Whatever_ the Shipmaster thought as the door finally opened.

A cream-colored female quadruped stood before him, dwarfed by his massive size. With how tall he was it was a miracle he still fit through their doors and in their homes.

The female nearly screamed at being this close to the Sangheili.

"Greetings, I am Thar 'Saramee, Shipmaster of the _Divine Wind_. I have been directed here by the librarian Twilight Sparkle to speak to the residents of this home, Lyra and Bon-Bon" Thar explained, finding their names sounded ridiculous coming out of his mouth.

Bon-Bon gave him a strange look but then realized the alien probably had no idea what she and her partner looked like.

"I am Bon-Bon, and by all means, come in" the female said, allowing the Sangheili access.

"Lee-lee, the Sangheili is here" Bon-Bon called out as she entered the kitchen area while Thar opted to wait in the living room.

"OK, let me just finish up these cookies" another female's voice, presumably Lyra's responded.

"I'll handle the cookies, you just tend to the guest" Bon-Bon whispered, though Thar still heard it due to his enhanced hearing.

An aqua colored female came out of the kitchen and sat upright on a couch, motioning for Thar to join her.

The Sangheili complied but instead took the couch across from her, immediately finding its cushion uncomfortable; it barely supported his weight, and he felt like he was sinking into the furniture piece.

He remained sitting.

A few minutes later Bon-Bon came out of the kitchen carrying a tray of light-brown discs, with lumpy black protrusions on them. One of the discs took on an aqua glow as Lyra's horn did the same, the disc levitating through the air to her mouth where she then bit down on it, beginning to chew.

Thar watched this act with studious eyes, curious as to what exactly she was eating. His constant staring unnerved Lyra and she asked "what? Do you want one?"

"What are they?" the Sangheili asked, watching as Lyra and Bon-Bon looked at each other in confused shock.

"It's a cookie...don't you have cookies where you come from?" Lyra said.

Thar slowly shook his head.

"Well, do you want one? They're good."

In response to this the Sangheili flexed his mandibles, reminding the two that his mouth structure was very different, though this didn't deter Lyra in the slightest.

"You've got to eat somehow; come on, give it a try" she insisted, watching in earnest as Thar tentatively reached out with his hand and grabbed one of the 'cookies', nearly crushing it in his massive hand. The Sangheili slowly turned it over between his fingers, inspecting all sides of the foodstuff like it was an alien life form.

"You eat it, Thar, not play with it" Lyra commented.

Eyeing her with contempt Thar placed the cookie in between his left mandibles, biting down and quickly reducing the cookie to mush before shovelling it into his mouth with a mandible.

It was _repulsive_.

"By the GODS, what did you put in these?!" the Shipmaster demanded, feeling like he wanted to retch.

"Nothing, I just baked them... My cooking isn't THAT bad... Is it?" the aqua female stated.

"Perhaps not... What was in them to begin with?" Thar asked.

"Chocolate chips, sugar, and all sorts of other delicious things" Lyra explained, still wondering if her cooking was really that bad and why nopony had ever mentioned it to her.

"I'm not entirely convinced they were delicious, though I believe they are too sweet for my taste. Your gesture was appreciated, however" the Shipmaster told her.

"You're welcome. So tell us, why are you here?" Lyra inquired, speaking to quell both her and Bon-Bon's curiosity.

"I was curious about you quadrupeds and wished to learn more; the librarian Twilight Sparkle directed me here, citing you two as an excellent source when seeking information on what it's like to live in this town" Thar answered.

"You know Twilight? I know her from when she lived in Canterlot" Lyra commented, grabbing another one of the cookies and eating it. How she was able to stomach its sweetness was beyond the Sangheili's comprehension.

"She once lived in Canterlot? Fascinating."

"She was born there, I think. Hey Bonny, why don't you go get us something to drink?" Lyra suggested, blushing and smiling when Bon-Bon kissed her on the cheek before heading off to the kitchen.

Thar's internal alarms went off instantly the moment Bon-Bon kissed the other female; same-sex relations by the Covenant AND the Sangheili. In the Covenant they decreed it was against the Forerunners' will, and the Sangheili decreed it was dishonorable as it prevented a couple from continuing their bloodline.

The Sangheili imposed exile on same-sex couples, but the Covenant imposed death.

"By the Gods..." Thar exclaimed, Lyra staring at him in suspicion.

"What?"

"You two are...married?" the Shipmaster inquired, knowing Lyra could feel the apprehension coming off him in thick waves.

"Actually, not yet...but the wedding is just a month away. Do you wanna come?!" Lyra asked with enthusiasm, excited to be marrying the mare of her dreams.

"HERESY!" Thar thundered, standing in a flash and flinging the coffee table across the room and drawing his energy sword in one swift motion; flicking the handle the blade ignited into existence and better illuminated the fear painted on Lyra's face.

Approaching the terrified female the Sangheili drew his arm back and prepare to stab her through the heart when Bon-Bon screamed "STOP!"

Much to his own surprise Thar actually did stop, hesitating to kill them knowing that they were subjects of the Goddess Celestia, a being so obviously connected to the Forerunners.

He could not hurt descendents of the Forerunners knowing that the punishment would be unparalleled.

Thar's focus came back to reality and he saw the fear stricken on Lyra's face; her eyes wide as she watched the energy arcing between the prongs of the blades and her body huddled up tight on the couch.

There was a dark spot underneath her haunches.

The Sangheili deactivated the blade with another flick and inwardly cringed knowing he had just thoroughly dishonored himself by drawing a weapon of great honor and not using it.

"I apologize" Thar solemnly stated, returning the coffee table to its rightful position before heading through the kitchen to the back door as a knock came to the front door, most likely other ponies who had come to investigate the deep yelling.

Quickly leaving the area the Sangheili went to the forest at the edge of the town, staring into its dark expanse in thought.

_I can only hope the Gods can offer their forgiveness_ 'Saramee mused, his ears picking up the sound of wing beats behind him.

Turning around the Shipmaster saw Rainbow Dash lazily drifting towards him, her wings propelling her along.

_Her kind reminds me of the Yanme'e.***_

"Hey, salami, what're you doing out here?" Rainbow asked, coming to a stop and using her wings to keep her afloat.

The winged female had taken to calling the Shipmaster 'salami', for reasons he did not know.

"Offering my prayers to the Gods in the hope they may forgive me" the Shipmaster answered, earning a confused look from Rainbow.

"OK, that sounds...great. Say, wanna come with me to visit Fluttershy?" the Pegasus said.

"The yellow one of your kind? She is absolutely terrified of us, and I do not contend that my visit would bode over well for her."

"The only way to conquer your fears is to face them" Dash stated, earning a nod to the affirmative from the Sangheili.

"Indeed... So be it, lead the way" he said, following Rainbow as she lead him to the cottage nearby.

_This should be interesting._

* * *

***7 reference  
**All the MA5B's seen in this story are the Halo: CE Anniversary versions  
***The Yanme'e are the drones AKA buggers.  
**

* * *

**_Legal note: _**_'Thar Saramee, Michael Preston, and all related characters belong to me. Twilight Sparkle, Rainbow Dash, and all related characters belong to Hasbro. The Prophet of Truth, the Prophet of Regret, the Prophet of Mercy, and all related characters belong to 343i. My Little Pony belongs to Hasbro. Halo belongs to 343i._


	5. Chapter 5: Suspicious and Tense

**Chapter Five**  
**Suspicious and Tense**

**February 19th, 2531**  
**Equestrian star system, Cygnus arm**  
**Town of Ponyville**  
**Commander Michael Preston**

Commander Preston sighed as he stepped out of the Pelican into the streets of Ponyville, listening to the thrusters flare as the dropship headed back up to the _Marathon_ which was hovering in space in geosynchronous orbit above Ponyville. The Commander had returned to the Destroyer to report his findings to ONI and not only had they not believed him, the ONI agents had actually _laughed_.

_ONI spooks NEVER laugh_ Preston thought.

_Well, that will definitely earn me a place in history. I can see it now; 'Commander Michael B. Preston, first man to ever get an ONI spook to laugh'._

He needed to get physical evidence that the ponies exist; pictures, video, even a live specimen if need be.

_Only been here a few days and first impressions were not good, so the live specimen's out of the question. Besides, the specimen would probably not come back unscathed; ONI would do all sorts of things to it in an effort to understand its existence_ Preston mused.

Approaching the library the Commander could see MCT-7 standing around outside exchanging their usual banter.

"Look, all I'm telling you is the truth; there's no way in hell that that Unicorn will agree to go out with you" Private Ramsey declared, looking at Private First Class Jenkins, who held a look of apathy on his face.

"How the hell would you know? Twilight Sparkle is a very open-minded and tolerant mare, and I'm a nice guy and pretty sexy to boot. How could she, in a rational mindset, say 'no'?" Jenkins asked in defense.

"Son, I would assume that not only if she said 'yes' she would most definitely NOT be thinking rationally but also that she was mentally insane, and would have her institutionalized. And you are anything but sexy, Marine. I swear those split-chin alien freaks look better than you" Grimesy declared.

"And besides, Twilight is bi; she's got more options than you have brains" Ramsey added.

"I resent that!" Jenkins exclaimed.

"Shit, first Jameson, now you? I swear, it's like everyone is out to steal my job" the Sergeant stated, eyeballing the British Private in mock suspicion.

"I'm not trying to steal your job, Sarge, I just like messing with Jenkins" Private Ramsey responded.

"Messing with Jenkins was in the description for my job, Marine" Grimesy said.

"Well, whaddaya know, in was in mine too."

Grimesy chuckled as Leroy commented "I hate you guys."

Preston stepped up to them and returned the salutes they gave him, folding his hands behind his back and asking "what's the situation, Marines?"

"Jenkins has been attempting to convince us he can get Twilight to go out with him, Sir!" Ramsey blurted out, the look in his eyes afterward suggesting that he knew he had just made a mistake.

"I didn't ask for a matchmaking report, Marine, I asked what the situation was!" Preston shouted, disappointed in Ramsey especially; as good as the Marines were their banter was childish and immature.

"We've finished our sweep of the town, and there's nothing to report, Commander. It's like this whole entire country is devoid of any kind of danger" Sergeant Grimesy stated, making a mental note to berate Ramsey later.

"Understood; let's get inside the library" Preston said, heading inside the structure with the Marines following closely behind. In the library the humans found Twilight and all five of her friends, plus the dragon assistant, waiting for them.

"Ah, Commander Preston, I'm so glad you're here. You and your men take a seat anywhere you like" Twilight said gently.

Wary of what sitting down might entail Sergeant Grimesy gave her a look of contempt and said "everytime I've sat my black ass in here I've had to answer stupid questions; I swear to GOD if I have to answer any more questions I will shove my boot so far up your ass you'll-"

"Stow it, Sergeant!" Preston ordered, cutting off the Marine before redirecting his gaze to the ponies. "What is it that you need? If you need to ask more questions we'd be happy to oblige."

"Well I just have one now; what does 'ass' mean?" the lavender Unicorn asked.

Grimesy groaned loudly.

"Anyway, what I really wanted us to do was get to know each other more; you already know me quite well, and Dash has been interacting with Mr. Jenkins, but other than we're all not very familiar with one another. Why don't we start with Rarity?" Twilight stated, looking at her fellow Unicorn.

"Thank you, Twilight. It is a pleasure to properly greet you, humans, I am Rarity, Ponyville's most fashionable fashionista. I run Ponyville's only proper fashion outlet, Carousel Boutique, where everything is chic, unique, and magnifique. If you ever think your...ensembles could use a little glamorizing then Carousel Boutique would be the best place to go" the white Unicorn stated, her tone and appearance reminding Preston of typical 18th century Earth royalty.

_Archaic and regal, and is obviously unaware the Marines' armor suits are for protection and not show_ the Commander thought.

"Pleasure, Ms. Rarity" the Commander replied, turning his gaze to the orange mare that worked the local apple orchard.

"Howdy ya'll, I'm Applejack and I run Ponyville's best apple farm, Sweet Apple Acres, with ma brother and little sis. Course we got Granny but she's gettin' a mite old, and I don't even think Applebloom's gonna grow up ta be a farmer like us. We're honest and hardworking ponies, and you'll never find better apples in all of Equestria!" the orange mare declared, her stereotypical southern drawl made Preston want to toss her in an English class.

_Freaking hick, I bet she has sex with her brother when they're all alone_ Preston mused. Next down the line was the pony he shot when they first arrived in Ponyville.

"Hi I'm Pinkie Pie and I really hope the Princess will let us throw a welcome party for you guys soon! We threw one for Thar but he just sulked around like a Grumpy McGrumperson I think he doesn't know how to smile because his mouth is all like 'bleeeghhh' which is really weird but that's OK because he's still welcome here hey remember when we first met and I was all like 'wanna party?' and you were all like 'boom!' when you shot me with that weird thing and it hurt really bad and made me all sadface but then after a few hours I felt fine I just wanted to say I forgive you for doing that you were just scared. OH! Silly me, I need to tell you more about myself! Well I've got lots of super-duper friends, like I'm friends with everypony in Ponyville, and I run Sugarcube Corner with Mr. and Mrs. Cake! Ooh, that reminds me, I have to throw an anniversary party for those two; it's their tenth anniversary kinda like that one game that's all about evolving combat which had its tenth anniversary recently because it's so super-duper amazing!"* Pinkie ranted.

_Energetic and really annoying. Her energy is in complete contrast with our stoic discipline._

Finally, they reached the last pony, a butter-yellow Pegasus. "I'm Fluttershy, and I take care of animals at my cottage and offer a petsitting service."

_She's shy and timid, but at least she doesn't talk too much or have a really annoying accent. Rarity and Rainbow Dash seem to be the best of the six next to Twilight_ Preston thought, deciding that Twilight was his favorite out of the six; she seemed the most normal.

_It's always those that seem normal that are truly crazy**_ his mind chirped, and he supposed that much was true.

"Why don't you tell us about yourself, Mikey!" Pinkie exclaimed, hopping in place. Preston immediately flew off the handle at her.

"Don't EVER call me that again, civvie. I am Commander Preston of the UNSC and you will address me as such" the Commander growled, fear in the eyes of the ponies except for Pinkie. The last thing they wanted was for Pinkie's direct nature to cause an incident between their two species.

"We're sorry, we don't mean to cause any hard feelings" Twilight stated, apologizing for Pinkie who wasn't sure what the big deal was.

"Make sure it doesn't happen again" Preston replied.

"I don't get it, didn't anyone ever call you Mikey? You had to have had some kind of nickname or affectionate pet name or something!" Pinkie yelled.

"OK, that's it, we're leaving, Commander. I can not stand all this bullcrap" Grimesy said, he and the Marines gathering their weapons and heading straight for the door at a brisk pace.

"Wait for me! I don't want to be stuck here with them!" Preston exclaimed, darting after them and slamming the door shut behind him when he was out.

_Great_ Twilight sarcastically mused, looking at her friends.

"Goodness, their outfits were dreadful!" Rarity swooned.

"They need to be shown a good time!" Pinkie cheerfully exclaimed.

"They were obviously intimidated by me!" Dash boastfully declared.

Wow, my friends can be real jerks sometimes Twilight thought, deciding she had to remind Rarity and Dash a few things.

"Rarity, their suits aren't for show, they wear those for protection" the lavender Unicorn stated.

"Protection from what? There's hardly any danger here" Rarity asked incredulously.

"But they don't know that. And Rainbow I hardly think they're scared of your cockiness" Twilight said, Dash scoffing in response.

"Please, did you see the looks on their faces? They were running scared" Dash proclaimed.

"They were annoyed, not intimidated! Why are you so full of yourself?" Twilight demanded, Dash immediately hovered up and pressed her face against the Unicorn's.

"Hey! Not cool, Twilight" Rainbow said, before Twilight could reply the front door was flung open and in stepped Thar 'Saramee.

"Greetings, ponies; is this a bad time?" the Covenant Shipmaster asked, seeing how close Dash and Twilight were.

_By the Gods is every pony in this town romantically attracted to their own gender?_ Thar wondered as the cyan Pegasus backed away from Twilight.

"No, we were just arguing about some guys we know" Dash answered, folding her front hooves over her chest.

"They're hardly true Gentlecolts if you ask me, more like ruffians" Rarity stated.

That was it for Twilight. "They really are nice guys! You two are just too stuck-up and cocky to realize that" the lavender Unicorn yelled, referring to each of her friend's respective attitudes.

"Enough!" Thar bellowed, his voice was loud enough to carry for several blocks. "I am sure these ponies you speak of are just fine, just like everyone else in this town" the Sangheili said.

"But they're not po-" Dash started, she was silenced by the Shipmaster.

"Quiet. Now, it is almost time for me to report my findings to the Hierarchs, tomorrow I will return to the _Divine Wind_ and inform the holy Prophets of you ponies. Perhaps you will all be valuable warriors against the vile humans" Thar explained.

All six ponies looked at each other in alarm.

"What?!" Twilight asked, confused as to what the Shipmaster was saying.

"The humans, they are vile cretins worthy of neither intelligence nor existence. The Covenant's true mission is to wipe them out while searching for the Holy Rings I mentioned earlier" Thar said.

_Oh my Celestia, this is BAD_ Twilight thought.

Suddenly Rainbow Dash flew up to Thar's face and said "hey, we happen to know some humans and they're mostly pretty good guys! We may have just had an argument with them but they're definitely worthy of life or whatever and they could probably kick your flank!"

Thar snatched Rainbow by the throat and shoved her against the wall, drawing and activating his energy sword.

"You know humans? WHERE ARE THEY?!" Ship-master 'Saramee demanded.

Rainbow Dash spit in his face, prompting Thar to whip her to the floor and kick her in the stomach, causing her to gasp and cough in pain.

"I will not ask again. Where. Are. The humans?" Thar growled, looking back and forth across the other five ponies' faces.

"Fine, if you will not tell me, then I'll find them myself" the Sangheili snarled, turning and smashing the Library door open and stepping out into the streets of Ponyville, his energy sword glowing violently.

_Time to reclaim that honor I lost.  
_

* * *

Commander Preston and MCT-7 traipsed throughout the town, no real knowledge of where they were headed. They just went where the Commander did; it seemed he was touring the outer edges of the town.

"I wonder what lies beyond this village" Preston said, staring out at the horizon. He had already been to Canterlot but there had to be other towns and cities out there, Equestria couldn't just be the royal city and a quaint hamlet.

"Let's get moving" the Commander said, he and the Marines made their way back into town, heading in the direction of the town hall.

Along the way the Commander's suspicions began to grow, though quite faint he was fairly certain someone other than the resident ponies were watching them.

They entered the town hall and began a conversation with the mayor; she was a slightly older mare that had many years of political experience beneath her.

Commander Preston smiled after the mayor had recounted to him one of her oldest stories, a particularly funny tale regarding a giant rainbow afro wig and a rather gruff pony.

"I like this one, she's hilarious" Private Jenkins said, Grimesy took this opportunity to mess with the Marine.

"I swear on all that is holy if you ever try anything like that on me Jenkins I will make you harvest every last inch of Sweet Apple Acres" Grimesy declared.

Jenkins wasn't fazed. "It would totally be worth it, Sarge" the young private replied, Grimesy smiled.

The group left the town hall and Preston was once again experiencing a feeling of being watched or that some other presence was in the town.

"What's going on, Commander?" Sergeant Grimesy asked, he was feeling the same dread as Preston.

"I don't know" Michael responded.

"Let's keep moving" the Commander declared as the group set out in the town again.

Eventually they all sat down to take a break in a park near Ponyville Elementary School, though to the Commander it looked more like a single-room schoolhouse.

_Quite bizarre, I figured that education would be more important to the ponies of this town_ Preston mused; he looked over and saw a grey Pegasus playing with a smaller but similarly colored Unicorn pony.

_Probably her daughter_ the Commander thought, he took his deck-shoes off and rubbed his sore feet. The shoes were adequate for walking around on a ship, for lengthy treks through a town they left something to desire.

"Let's get back to the library" Preston said, the group began the walk back and along the way they passed by Carousel Boutique, seeing the sign out front that said 'closed'.

_She must still be at the library_ Preston deduced.

On the way back to the Library the group stopped and chatted with Lyra and Bon-Bon, who were in the town market buying some fruits and vegetables from a vendor.

While the Marines were busy chatting with the two the Commander looked around the area, unable to shake the feeling of impending doom. It was almost as if some kind of villainous creature was stalking them, looking for the right moment to strike and kill them all.

"Marines, we have to get to the Library, now! There is something wrong here" Commander Preston declared.

"But sir, Lyra and Bon-Bon are in the middle of telling us a funny story" Private Jenkins protested.

"Now! That's an order, Marines" Preston commanded, preparing to start walking to the Library again.

Suddenly Lyra pointed a hoof at the roof of a nearby house and said "hey look, it's Thar. What's he doing up there?"

The Commander and the Marines whipped around just as an Elite leaped off the roof and landed in their midst, brandishing an energy sword and raising it up to kill them.

The humans all dove away and the Marines withdrew their MA5B's while the Commander pulled out his M6G/B, Private Jenkins yelling "where the fuck did he come from?!"

The Elite roared and charged for the humans.

* * *

***This is an obvious reference to Halo: Combat Evolved Anniversary.  
******This foreshadows what happens to Twilight in the third story of this trilogy.  
**


	6. Chapter 6: The first casualties

**Chapter Six**  
**The first casualties**

**February 19th, 2531**  
**Equestrian star system, Cygnus arm**  
**Town of Ponyville**  
**Commander Michael Preston**

The Elite yelled something in his language and charged for the humans, swinging his energy sword and slashing the supports of a market stall in half, prompting the stall to collapse to the ground as the humans opened fire; 7.62 and 12.7mm rounds pinging off his shields. The sounds of combat drove the townsponies away, all of them screaming in terror.

Under their combined fire the Elite's shields began to falter, but before they could kill him he turned invisible and disappeared, stillness returning to the town once again.

Preston removed the empty magazine from his M6G/B and slipped it into a pouch on his holster, knowing he'd be able to refill it later. The Commander then grabbed a fresh magazine and slid it into the grip of the pistol, flicking the slide release which returned the empty weapon to full battery; striker cocked and a round chambered.

"Come on, let's get back to the library, Marines" Preston commanded, running back to the library with the Marines following closely behind.

Quickly reaching the door the Commander walked up to the door, which looked like it had been damaged recently, and kicked it open.

"Preston, I just repaired that door... Whatever, are you guys alright? Thar got mad when Dash mentioned there were humans here and then walked out, stating that he'd find you himself. Is something going on betwe-" Twilight started to say, cut off when the Commander grabbed her by her mane and yanked her into the air, causing the Unicorn to cry out in pain.

"Why in God's name was an Elite here? Were you harboring him? Planning on using him to kill us? ANSWER ME!" Preston bellowed, scaring not only Twilight and her friends but also the Marines.

Twilight hadn't started crying but there were tears streaming out of her eyes; she was scared and confused, and had no idea why the two species were so hostile with each other.

"I...I...I don't know what you're talking about; Thar, the 'Elite', didn't even know you guys were here until Dash mentioned it... What's gonna happen to him now?" Twilight inquired.

Preston released Twilight and she fell unceremoniously to the floor, shakily getting back to her hooves a few seconds later.

"We do what we must; kill him and his allies" Preston answered, turning away from the Unicorn to face MCT-7.

"NO! You can't! Thar is my friend, OUR friend! You CAN'T kill him!" Twilight yelled, making the Commander stop dead in his tracks.

"Oh, I didn't realize. He's your pal, is he? Your chum? Do you have ANY idea what that bastard's 'Covenant' is responsible for?!"* Preston shouted, turning back to face Twilight.

"No... What did they do?"

"For the past six years the Covenant have waged a complete genocide against our species; they have murdered billions and destroyed several planets in their quest to completely eradicate all mankind, and I suspect they will do the same to you" Commander Preston explained.

"That's _horrible_" the lavender Unicorn lamented, unable to believe such a thing.

"Precisely. For the safety of my men and possibly all of Equestria we must eliminate the Covenant presence here" the Commander stated, turning around once again and getting on the radio. "UNSC _Marathon_, come in."

_"Yes, Commander, how may I be of assistance?"_ Everlasting Fall responded, his cheery and helpful voice once again indicative of his existence as an AI.

"There is a Covenant presence down here on the planet, please alert all combat personnel and order them to prep all equipment and bring the Marathon down to my position" Preston ordered, setting a digital marker with his data-pad.

_"Yes, Commander, we are on the way"_ Fall stated, the Commander switching the radio off afterward.

"I do hope we're fast enough."

* * *

"Hierarch, I have an update about that planet of ponies I informed you about in a previous exchange. Their numbers aren't high and they don't seem like valuable fighters, though some individuals have proved to be tenacious. If we were to absorb them I would recommend we use them as cannon fodder" Thar 'Saramee said to the hologram of the Prophet of Truth and the Prophet of Mercy.

The Prophet of Regret was nowhere to be seen.**

_"The information you've provided to us is most appetizing, Shipmaster, and we will take your recommendations into consideration when deciding their place in the Covenant. Prepare the ponies for ascension"_ Truth commanded.

"But Hierarchs, there is a problem; the ponies have explicitly stated they will refuse absorption. Furthermore they are allied with the humans! I do not know what I should do" Thar confessed.

Truth's expression immediately changed from one of interest to anger. _"You have failed, Shipmaster. Our will is very clear: absorption or destruction. It would seem as though instead of converting these ponies you bumbled about like a fool, and allowed them to be brainwashed by the humans. If you wish to keep your spot on the Great Journey you will do what you should have done the moment they refused; destroy them all."_

"But Hierarchs, their leader may be connected to the Forerunners themselves! She possesses a chest-piece that sports seven Forerunner glyphs!" Shipmaster 'Saramee protested.

_"Imbecile! Do you think a true descendant of the Forerunners would accept the humans with open arms? No, they would've rejected them and done your job for you! I will not repeat myself, Shipmaster; kill them all"_ Truth exclaimed, his hologram fading before Thar could bow.

Stepping from the comm room 'Saramee returned to the bridge and took his position on the command platform, Rav 'Taramai joining him soon thereafter.

"Excellency, what are your orders?" Rav inquired, coming to a stop a few feet behind the Shipmaster.

Thar sighed, wishing it hadn't come to this; the ponies were interesting creatures to be around, and the Shipmaster had grown to like Twilight Sparkle and her five friends, and now he would be forced to kill them all.

"Move us around the mountain and bring us back to Ponyville, and order a ground invasion when we get there. Perhaps we can capture a few ponies and get them to tell us where any Forerunner artifacts may be at" Thar answered.

As they rounded the mountain and Ponyville became visible in the distance Thar saw a human ship hovering above the quaint hamlet, apparently offloading warriors and supplies for possible defense of the town. The sight of the humans and their influence tainting the ponies made the Shipmaster's temper flare.

_I will do as the Hierarchs have ordered, and I will kill every last thing on this planet.  
_

* * *

Commander Preston watched the Covenant supercarrier approach the town, the fore plasma projector warming up as plasma collected along the lateral lines.

"Let's hurry up and get this stuff offloaded. Fall, anyway you can leave some subroutines on the _Marathon_ to pilot the craft?" Preston asked.

_"Of course, Commander. What is your plan?"_ the AI asked.

"Sort yourself for a hard transfer but leave the appropriate subroutines to pilot the _Marathon_, we might need a distraction later. I'll have one of the Spartans retrieve you" The Commander explained; the Spartans wouldn't be able to utilise the AI but Preston would be able to put his chip in his data-pad.

_"Yes, Commander."_

Preston made his way across town to city hall where an emergency assembly of the town's entire population of ponies was underway.

"Listen up, everyone! The alien you know as Thar 'Saramee is coming here with his massive space ship and is going to kill everything. I ask that you all gather your necessary belongings and proceed to Ponyville Library for immediate evacuation. Twilight Sparkle will greet you there. Good luck" the Commander stated in address to the crowd. The ponies assuredly had questions but now was not the time to answer them.

A dark shadow fell over Ponyville and there was a tremendous explosion as a plasma beam ripped through the heart of the Marathon, spearing through it cleanly and causing a reaction which made the engines sputter and fail, causing the destroyer to dip down and crash into the Everfree Forest with an earth-shaking intensity.

"Damn it!" Preston yelled, looking over at what had been offloaded from the _Marathon_; a 150 Marines, including MCT 7, three Spartan-II's, seven M12 LRV Warthogs, and two M808B Scorpion Main Battle Tanks.

It would all be as effective as throwing Milk Duds at a steel wall.

"Is that enough to hold off Thar and his forces?" Rainbow Dash asked as she floated up to the Commander.

"No, but all we need to do is hold the Covenant off until the Pelicans have evacuated all of you from this town" Preston answered, watching a quartet of D77-TC Pelican dropships soar in from the Everfree.

"Is that all of you that made it out?" Preston asked over the radio, patched in with the lead Pelican, Mike-416.

_"The other pilots are having a little trouble getting their birds out of the Marathon, Sir. By the time they'll be out Ponyville will be a glowing crater"_ the female pilot of M416 replied.

"OK, it'll have to do" Preston said, switching the radio off as he headed back to the library. The Marines were setting up lines of defense with sandbags, with one of the two Scorpions at the rear next to the library.

"Based on current figures I estimate that half of the town's population will be evacuated by the time the Covenant ground forces get to the library" Twilight Sparkle said to the Commander.

"OK. Good work" Preston complemented; he would've liked for more to be gone before the Covenant ground forces arrive but he'd take what he could get.

"I'll leave Sergeant Grimesy and the rest of MCT-7 here to defend the library along with the Scorpion, you just concentrate on keeping the ponies organized, Twilight! Preston yelled as the explosion of a plasma bomb landing nearby assaulted their ears.

"It's time" the Commander commented, hopping into the passenger seat of a Warthog. "Come on, people, let's move it!"

"Commander, take this!" Grimesy shouted, tossing the naval officer an MA5B assault rifle.

"Thanks, Marine. You keep that library safe, that's an order!" Preston shouted as the Warthog got underway back to Ponyville Center.

Sergeant Grimesy saluted.

* * *

Shipmaster Thar 'Saramee casually walked into Ponyville, his energy sword fully ignited. His tanks were bombarding the main part of the town, aiming to soften up the humans' forward defense line.

Behind the Shipmaster were hundreds of Sangheili and Unggoy, along with a pair of Mgalekgolo. Those forces, coupled with the tanks would mean that the taking of Ponyville would be all too easy.

_I would like a challenge every once in awhile. Fighting humans is like fighting Unggoy; half the time they just flee, screaming_ the Shipmaster thought bemusedly.

Thar was glad to finally reclaim the honor he had lost when he activated his energy sword without using it. It would feel good to kill some humans as well, having not been able to do so for the past three cycles***.

The Shipmaster looked up as dozen of small animals ran into the middle of the road, being herded up by a small butter-yellow Pegasus that Thar recognized as Fluttershy. It was obvious she was trying to round up the animals to get them out of the town.

Suddenly there were a trio of screams followed by a light stampede as three little ponies ran by the Shipmaster; one had wings, another had a horn, and the third had neither. They had apparently been hiding in the alley next to the Shipmaster and were now running away, scared of him.

The Pegasus was last in line and Thar kicked her in the side, sending her tumbling across the ground. 'Saramee was about to crush her when he heard someone yelling at him.

"How dare you... HOW DARE YOU! Just because you're big and scary and have sharp teeth doesn't mean you get to beat fillies, and especially not ones I'm friends with! Now I want you to apologize to her right NOW!" Fluttershy screamed right in Thar's face.

In a fit of rage Thar 'Saramee swung his energy sword up and slashed it through Fluttershy's body, bisecting her vertically; the sides of her body fell to the ground with a wet smack and her guts spilled out onto the dirt, forever tainting the ground.

Fluttershy was dead, the first victim of the extermination.

The Pegasus that Thar had kicked screamed in horror and the Shipmaster kicked her down the street like a ball.

"BURN THEM! LEAVE _NOTHING_ ALIVE!" Thar thundered, the Wraiths intensifying their fire on Ponyville; multiple plasma bombs impacting on houses and blowing them apart like leaves in a windstorm.

The Shipmaster's eyes scanned around his current surroundings, looking for more targets or buildings where targets might be located. His eyes soon fell upon a trio of ponies hiding in a dark alley.

With a deep-throated chuckle Thar approached the alley with his sword illuminating both him and the fear portrayed upon the ponies' faces.

* * *

"FIRE!" Commander Preston bellowed, all UNSC forces on the forward line complying as the Covenant forces came within range. Dozens of Elites and hundreds of Grunts cut down instantly from the sheer amount of bullets fired at them.

The Scorpion posted at the front line bucked as the gunner fired the main cannon at the closest Wraith, the Covenant tank cracking open like a flower blooming.

Preston braced himself against the Scorpion and took aim with his MA5B, taking shots at any Elite he could see that was in range.

Since the Commander did not have an eyepiece or a helmet with a HUD aiming with the assault rifle would be difficult as the 'B' variant of the MA5 was not manufactured with folding iron sights. Preston had rectified this by replacing the under-barrel flashlight with a laser sight, which he had quickly zeroed while he had been riding in the Warthog.

The rifle clicked empty and the counter read 00, prompting the Commander to pull the charging handle back and lock it in place. He dropped the empty magazine and inserted a fresh one into the housing, slapping the charging handle back forward once he was finished.

Preston was about to continue firing when he noticed that the Covenant had stopped firing at the forward line; the Wraiths were still arcing plasma bombs across Ponyville, however. The Commander was confused until an Elite dropped down onto the Scorpion, brandishing an energy sword. The Elite swung his sword and slashed the barrel of the tank off, sticking a plasma grenade into the driver's seat.

Preston dove away and the Elite jumped after him as the plasma grenade exploded, killing the two soldiers inside and rendering the tank useless.

Lying on his back on the ground the Commander opened full auto on the Elite, rolling away as the Elite attempted to stab him. Preston kicked the Elite away and scrambled to his feet.

The Elite thrust his blade forward and missed, in response to this attack the Commander slammed the butt of his AR against the side of the Elite's head, the blow sliding off the alien's shields.

The Elite slammed Preston against the side of a nearby building and attempted to decapitate him, missing by mere inches as the human ducked down. The intense heat of the plasma blade roasted away a section of the Commander's extremely short hair, rendering him bald in one spot.

Preston grabbed his rifle by the front and slammed the butt right up into the Elite's open maw, the blow connecting and sending the alien reeling.

The human stepped up and grabbed the Elite, slamming against the same wall. He adjusted his grip on the assault rifle and swung it like a baseball bat; the entire back end of the stock connected with the back of the Elite's head and he fell to the ground, unconscious.

"HAH! Bastard" Preston exclaimed, panting. He turned around and came face-to-face with an Elite dual-wielding plasma rifles.

"Oh hell."

* * *

***This is a reference to the line spoken by Cortana in the opening cutscene of the Halo: Combat Evolved level Two Betrayals.  
**The Prophet of Regret is not seen because he is guiding the Arbiter Ripa 'Moramee on the Forerunner shield world that he and the crew of the UNSC _Spirit of Fire _arrived at in Halo Wars.  
***A Covenant cycle is one human month. Three cycles is three months.**

**Oh shit, Fluttershy is dead, and she was the FIRST ONE to die! How fucking funny is that?!**

* * *

**_Legal note: Thar 'Saramee, Michael Preston, and all related characters belong to me. Twilight Sparkle, Rainbow Dash, and all related characters belong to Hasbro. The Prophet of Truth and all related characters belong to 343i. My Little Pony belongs to Hasbro. Halo belongs to 343i._  
**


	7. Chapter 7: Making an Escape

**Chapter Seven  
Making an Escape**

**February 19th, 2531**  
**Epsilon Eridani system**  
**Planet Reach**  
**Office of Naval Intelligence CASTLE base**  
**ONI agent 479, codename: Ocelot**

"What's the news?" ONI agent Ocelot asked the man at his side as the two of them proceeded through the deep underground catacombs of CASTLE base, the man at Ocelot's side handing him a datapad with a report they received from a one Commander Preston, who was on a mission to find a friendly alien race they could use to fight the Covenant with.

"Intelligent ponies? Is this guy insane?" Ocelot asked as he read the notes displayed on the screen, looking up at his companion as they reached a wall at the end of the hall.

"No, he's not" was all the man offered in reply as the wall slid open, a tiny seam forming in the center which quickly gave way to a full-on entranceway to the room beyond.

The duo entered the room and the doors slid close, not even a hair's breadth of a seam between the two. The room darkened and a screen came to life, displaying shaky footage recorded from a Marine's helmet cam.

_"Twilight! Get down!"_ the Marine yelled as he shoved a purple Unicorn to the dirt, a plasma bomb landing nearby and showering the both of them in dirt. The footage froze on the face of the purple Unicorn, having been paused by Ocelot's companion.

"A planet inhabited entirely by intelligent horses of the Unicorn, Pegasus, and earth variety" Ocelot's companion stated, turning to face the ONI spook.

"What's the plan?" Ocelot inquired, taking a seat at the oval table in the center of the room, across from his companion.

"Michael Preston, despite his relatively low rank of Commander, is a well-respected and prestigious officer. His father, Samuel Preston, served under Admiral Cole at the Battle of Harvest. Commander Preston's mission was, as you are aware, to find a new alien race to help us fight the Covenant. I'm not sure how useful a race of intelligent ponies might be but they're the only friendly aliens we've found so far."

"I'll mobilize a battlegroup to aid the Commander; I hope they'll arrive in time" Ocelot commented.

"So do I."

* * *

**February 19th, 2531**  
**Equestrian star system, Cygnus arm**  
**Town of Ponyville**  
**Commander Michael Preston**  
**Mission:** evacuate Ponyville

Preston turned and emptied his magazine into the Elite, failing to break the shields with his storm of bullets. The Elite was about to swing one of his plasma rifles down on the Commander's head when there was a loud crack and a vapor trail lanced through both sides of the Elite's head.

Following the vapor trail as it dissipated Preston saw an Orbital Drop Shock Trooper on the balcony that wrapped around town hall, the ODST wielding a sniper rifle.

"Thanks, trooper" Preston silently said, reloading his MA5B as Rainbow Dash swooped up to him.

"You alright?" the Pegasus asked as the Commander dusted himself off.

"Yeah. Hey, is that your friend Thar?" Preston said, pointing to the body of the Elite he had defeated in hand-to-hand combat.

"Yeah... Did you kill him?" Dash inquired, looking down at the body of her Sangheili friend; she hadn't believed Preston at first when he said that Thar and his Covenant were responsible for killing billions of humans and would soon do the same, but the invasion underway all around them proved her wrong. As much as she didn't like it, Thar and the Covenant would kill every last stallion, mare, and foal in Equestria if they get the chance.

"I think I did... Look, I'm falling back to the library; the Covenant are advancing and we need to get everyone out of here before Ponyville is completely overrun" Commander Preston declared.

"I'm gonna go look for Fluttershy; she and a few others haven't arrived at the library yet."

"OK, but hurry up! Ponyville is falling, and it's not safe out there" Preston yelled, beginning his run back to the library. Along the way there a squadron of Covenant Seraphs flashed overhead, bombing the secondary defensive line allowing the ground forces to smash through unchallenged.

All that remained between the library and the Covenant were the forces at the tertiary line.

"Hold 'em back, damn it!" Sergeant Grimesy shouted, blowing away any Covenant soldier that came near with his shotgun.

"Sergeant, we are surrounded!"* Preston exclaimed as he arrived behind the sandbag line, the roar of the Scorpion's cannon deafening him for several seconds.

"God damn it, Jenkins! Fire your WEAPON!"* Grimesy ordered, shoving the PFC to his feet who shook his head and took aim with his assault rifle, opening fire on a mob of Grunts that were trying to push through to the left.

Jenkins had fired the last few rounds in his magazine and reloaded when an Elite brandishing an energy sword landed next to him, swinging the plasma blade and missing Leroy's head by a few scant inches.

The Marine raised his rifle to fire but it was kicked away by the Elite, who prepared to stab him again.

Jenkins swung his leg out and the Elite toppled over, the wind knocked out of him upon landing. The young Marine taking the opportunity to stab the Elite through his head with his knife, the blade slashing into his brain and killing him.

A plasma bomb landed nearby just as PFC Jenkins stood up, forcing him to duck as dirt, rocks, and a few dismembered legs bounced off of him.

The Wraiths were intensifying their fire on the Marines.

"Commander! Commander Preston!" Twilight Sparkle yelled from the open door of the library, prompting the Commander to make his way over to Twilight, shoving her inside as a storm of plasma bolts slammed into the wooden frame and setting the impact points ablaze.

"We got most of the ponies in the town evacuated but we're missing a few, including some that I know! Rainbow Dash, Fluttershy, Scootaloo, Applebloom, and Sweetie Belle are still missing!" Twilight shouted over the sounds of combat outside.

"Who else?!"

"Lyra, Bon-Bon, Derpy and Dinky Hooves!" Twilight replied.

In a different time and place Preston might've gotten a chuckle out of those last two, but right now they might be in danger and he needed to find them.

"OK, I'm gonna head back out there and look for them!"

* * *

Shipmaster Thar 'Saramee had regained consciousness and stumbled into a nearby house; the setting was familiar but his head was swimming too much for him to fully place why it seemed that way.

Voices upstairs caught his attention and he stumbled up the stairs, the voices also sounding familiar.

_"Bonny, we have to get out of here! Twilight Sparkle and the humans are organizing an evacuation at the library. If we go now we can make it!"_

_"No, we can't! What if the aliens see us? What if Thar sees us? You remember how he reacted when he learned we were together! I'm so scared!"_

_"I'm scared too, but if we don't leave then they'll DEFINITELY find us!"_

Thar smashed a door open and was greeted with what appeared to be a bathroom, one that was unoccupied.

The voices had fallen silent.

Thar proceeded down the hall, his feet plodding along the wood heavily, deliberately, and menacingly.

_"Did you hear that?"_

Shipmaster 'Saramee smashed another door open and was greeted with screams of terror, finding Lyra and Bon-Bon huddled together on the bed, holding each other tight.

"Lyra and Bon-Bon; I thought this house looked familiar, now I see why" the Shipmaster stated.

"Please, Thar, don't kill us! _Please_!" Lyra exclaimed, earning a backhand across the face from the Sangheili.

"Filthy scum; your relationship is sick and sinful, and in pure defiance of the Forerunners' will. The punishment for such heresy is unparalleled" Thar declared, igniting his energy sword.

"No, please! Don't!" Lyra pleaded as Bon-Bon tried to get one last kiss in.

"In the name of the Gods the Covenant declare that all who forsake the Forerunners be punished!" Thar yelled, drawing his arm back across his chest in preparation for the single blow that would kill both of them.

"I lov-" Lyra started, never finished as Thar 'Saramee swung his sword out, decapitating the both of them and watching as their heads rolled across the floor and came to a stop at his feet.

_May you find peace in the embrace of the Gods.**  
_

* * *

Commander Preston darted through the alleys of Ponyville, making his way to Fluttershy's cottage on the other end of town. Along the way he had found Derpy Hooves and her daughter Dinky, and had sent the two of them on the way to the library. Leaving him with only seven more ponies to find.

Preston peeked around the corner of the wall he was hiding behind and saw the Elite he had engaged in hand-to-hand combat earlier step out of Lyra and Bon-Bon's house, his energy sword glowing violently.

"What the...? I thought I killed that guy" the Commander whispered to himself, crossing Lyra and Bon-Bon off his mental checklist; they were dead.

He was about to head on his way when a Wraith hovered by the alley, gliding into an intersection and turning on its axis, aiming its plasma cannon into the air and firing, sending a plasma bomb out which careened high through the sky before coming back down on the side of-

-Ponyville Library.

* * *

Spike was desperately trying to keep all the ponies clustered in the top floor of the library calm, which was no easy feat considering he was significantly smaller than all of them and they were all panicked by the war which had suddenly and violently descended upon their peaceful town.

"Everypony stay calm! The human flying machines will be back soon to get you all out of here!" Spike yelled, running up to the second floor of the room where his and Twilight's beds were located.

Suddenly there was a tremendous bang and the wall of the lower floor exploded inward, thousands of splinters and shards of glass spraying out into the crowd of ponies, the event creating an even bigger panic throughout the room.

Spike jumped down and tended to the ponies that had been wounded.

* * *

"I've gotta take out that Wraith" Preston said, hatching a plan in his head. He charged out of the alley and jumped on the Wraith, finding the hatch sealed shut which left his options short.

_How I can stop this thing from moving?_

His answer nearly came as his death; the plasma cannon discharged, lobbing a massive plasma ball directly over him, almost melting him alive. Pulling out a grenade he lodged it into the barrel, driving it in further with his foot and diving away from the tank afterwards.

Preston ran back into the library and turned around just as the pilot tried to fire the plasma cannon; the heat caused the grenade to cook off in the barrel, severely warping the barrel. The mechanism again tried to shape the plasma bomb and back-fired, vaporizing the insides of the vehicle, leaving the Wraith a hollowed-out husk.

With the Covenant tank dealt with Commander Preston continued on his way through Ponyville, keeping an eye on the sky for Rainbow Dash or any other Pegasi.

While scouring the streets Preston passed by an alley, hearing some muffled noises coming from within, prompting him to investigate.

Hiding behind a trash can in the alley were three little fillies, two of which tending to the third, who appeared to be injured.

"Hey, is your friend hurt? Let me help" Preston offered, setting his assault rifle against the wall of a house as the two uninjured fillies backed away.

The injured one was an orange Pegasus with a purple mane and tail, and judging by the fleshy give of her abdomen Preston could assume that her ribs were damaged in some way.

"What's wrong with her? Do you know?" the Commander asked the other two, receiving an answer from the injured one.

"My...ribs...they're..." the Pegasus filly started, trailing off as she fell unconscious. Her ribs were apparently broken, but the Commander knew that broken ribs wouldn't cause the kind of daze she was in; she was bleeding, internally, and if she didn't get help soon she would die.

"Shoot. What are your names?" Preston asked the other two.

"Applebloom" the one said.

"Sweetie Belle" the other declared.

"OK, so I found you two. Do you know where I can find Scootaloo or Fluttershy?" Preston said, eager to get the injured filly back to the library.

"Fluttershy's...dead. And you're helping Scootaloo right now. She knows Rainbow Dash but ah don't think she knows where she's at" Applebloom answered.

"OK. I'm gonna get you three back to the library; your friend is gonna be OK, I promise" Preston told them, picking up Scootaloo with ease and beginning his trek back to the library with Sweetie Belle and Applebloom close behind.

* * *

Thar 'Saramee stepped on the body of a dead human, crushing its head under his foot, as he and the invasion force rolled over the remains of the humans' secondary defensive line toward the tertiary defensive line, close to breaking through completely. The Shipmaster was wielding a Type-33 Fuel Rod Gun and firing it into the human positions.

"For the Gods! For honor! For the **COVENANT**!" Thar bellowed, firing the Fuel Rod Gun on each line, the whump of the launcher putting extra emphasis on his words.

"**I...AM THAR 'SARAMEE**!"

The Shipmaster emptied the last of the rounds in the launcher and dumped it on the ground, charging for the first line of defense in the human defense, slashing multiple humans to pieces with his sword.

The first sandbag wall collapsed as the Wraiths pushed through it, their cannons sputtering plasma bomb after plasma bomb at the humans.

With the first line down the humans began to fight more tenaciously, throwing everything they had at the advancing Covenant. Machine gun and assault rifle rounds clattering off Sangheili shields and Wraith tanks, assisted on occasion by a rocket from a hand-held launcher.

Just when it seemed the Covenant had won the battle several human dropships swooped in, offloading more equipment, ammo, soldiers, and vehicles. The dropships themselves also provided assistance, firing missiles into the Covenant.

"**DO NOT RELENT! PUSH UNTIL _ALL_ WE STAND UPON ARE ASHES!**" Thar thundered, his voice inspiring heroism in his fellow Sangheili and striking fear into the humans. Overcome with bloodlust the Shipmaster charged into a squad of humans, slashing them apart with his energy sword.

Several human warriors jumped the Sangheili and he snapped his leg out sideways, smashing his boot into the head of one human, caving in its skull. He then elbowed another in the face, snapping its neck with the force of the blow.

One human tried firing on him with one of their pitiful handguns, prompting the Shipmaster to grab his arm and jerk it forward, dislocating the limb and making him fall forward onto the blades of the energy sword.

Despite what Thar thought to be an apparent victory the humans were still fighting tenaciously. The Sangheili sent an order to Rav on the Divine Wind to bring the ship over his position and to launch Seraphs.

Thar watched as a human dropship approached the library and swoop around, dropping its rear hatch and allowing a crowd of ponies to pile into the craft. The hatch then closed and the dropship began to fly forward when a fuel rod slammed into the rear right engine, making the vehicle unstable and sending it careening into the fields outside the town where it exploded, killing all aboard.

Half a second later a squadron of Seraphs screamed overhead, raining plasma on the humans.

Shipmaster 'Saramee was about to order his forces to make one final effort into the human positions when a sonic boom rang out over the land, accompanied by human fighters carpet-bombing the Covenant invasion force.

With the battle assuredly lost Thar ordered that a Spirit come and retrieve him; there was divine work to do, and he'd be damned if he was going to die before carrying it out.

* * *

_"Nearly every pony in the town has been evacuated, Commander. The only ones still alive that have not been evacuated are Rainbow Dash, Twilight Sparkle, and the three fillies you returned. I have also sent out a distress call to the nearest UNSC forces"_ Everlasting Fall said to Preston via the radio.

"Understood. Good work, Fall" Preston said, surveying the town; all the Marines and the vehicles had also evacuated as well, leaving the Commander and MCT 7 the only humans left in the town.

The Covenant had retreated and the town was in ruins; multiple homes and business had been vaporized by plasma bomb and dozens more had been charred and scarred by the battle that had been raging not twenty minutes prior.

The library itself had not gotten by unscathed; there was the hole in the top floor and the front door was scorched by plasma. Even some of the windows had been melted by plasma. Inside the structure there was debris everywhere; dirt, wood, glass.

Bones.

Preston stepped back outside and saw MCT 7 standing around, waiting for Mike-416 to come back and get them all out of the town. The Commander had ordered all Pelicans to head to Canterlot, the capital of Equestria, to regroup and recuperate.

"Commander, we got a problem" Sergeant Grimesy said, walking over to where Preston was standing.

"How big of one?" the Commander asked.

"Around 30,000 tons."

Commander Preston turned around and saw the Covenant supercarrier gliding over the town, the plasma projector on the underside as it prepared to fire.

"Oh. That _is_ a problem" Preston commented before getting on the radio. "Mike-416, you need to get us out of here right now! The Covenant supercarrier is preparing to glass the town."

_"Understood, Commander. I'll be there shortly!"_ the pilot of M416 responded.

"Commander, we're going to be ash before she can get here" Jenkins proclaimed, getting restless with that supercarrier coming ever closer.

Suddenly the plasma projector fired, raining superheated plasma down on the center of Ponyville, flash-vaporizing the town hall and turning the surrounding area into glass.

Just then M416 arrived and they all piled on, Preston making sure Scootaloo and her friends were comfortable before taking one last look at Ponyville.

"Wait, what about Rainbow Dash and Fluttershy?!" Twilight yelled as she was shoved into the dropship along with Spike.

"There's no time; let's go!" Preston shouted, motioning for the pilot to get the dropship moving. "Pick up the pace, we got Seraphs coming out to chase us!"

"Hang on, we're getting out of here!" the pilot called back, upping the speed and sending them rocketing for Canterlot.

* * *

***These lines are the same spoken by Captain Keyes and Sergeant Johnson in the Halo: Combat Evolved level 343 Guilty Spark.  
**This is a reference to the line spoken by Asari warriors in Mass Effect.  
**

* * *

**_Legal note: Thar 'Saramee, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries._**


	8. Chapter 8: Canterlot

**Foreword: I suggest listening to Pelican Escape from Red Vs. Blue Season 9 while reading the opening part of this chapter. Just a suggestion.**

* * *

**Chapter Eight  
****Canterlot  
**

* * *

**February 19th, 2531**  
**Equestrian star system, Cygnus system**  
**Skies above Equestria**  
**Commander Michael Preston**

"Strap in and hold tight!" Preston told Twilight and her companions as he stepped into the cockpit of the Pelican, cutting off Twilight's yells of how they left Rainbow Dash and Fluttershy behind.

"We need to move faster" the Commander said, knowing that the Covenant Seraphs were right on their tails.

"You better hold on."

The pilot increased the speed and the Pelican lurched forward violently, the velocity of the vehicle jumping up to a speed of 250 miles per hour.

"Commander, those Seraphs have opened fire on us! We either need to ditch or destroy 'em!" Sergeant Grimesy yelled from the back.

"Pilot, kill the engines and arm all weapons" Preston said, coming up with a plan.

"Are you crazy?!" the pilot asked, glancing back at him for a second.

"Do it!"

The pilot complied and the Pelican dropped, the Seraphs flashing overhead as they continued on their original course, not expecting the sudden move.

"Bring the engines back to life and fire on those Seraphs!" the Commander ordered. The 70mm chaingun on the nose of the Pelican came to life and began spitting hundreds of depleted-uranium slugs at the Covenant fighters, chipping their shields away until they broke, at which point the pilot let loose with the ANVIL-II missiles which obliterated the Seraphs.

The skies all around the Pelican were now clear.

"Smooth sailing now, hopefully" the pilot stated as Commander Preston stepped back into the cargo bay and looked out the window in the rear hatch at Ponyville in the distance; it was hard to tell from the distance they were but it looked like the Covenant had re-occupied the town.

Mike-416 soared into the Royal City of Canterlot, hovering high above the streets below. All the other Pelicans that had gone to Canterlot had set down outside the city.

"Take us to Canterlot Tower, I need to speak with the Princesses" Preston requested, the pilot complying as the Pelican turned into the proper direction.

Canterlot Tower had become a kind of staging ground for the UNSC; the courtyard behind the fences was home to dozens of Marines, vehicles, and other equipment.

_"Mike-416, this is air control, we currently have no room for you right now. You're gonna have to wait until we can make some room"_ a Marine on the ground said over the radio.

Preston thumbed the radio button and said "Marine, this is Commander Preston, and we are _requesting_ priority landing; we have a wounded pony onboard and she needs medical attention NOW. You wouldn't deny a _friendly_ request from _me_, now would you?"

There was silence for several seconds before the Marine said _"we'll make room, Sir. Welcome to Canterlot."_

M416 touched down in the courtyard, the thrusters scorching the grass beneath as the ramp dropped and the medical team ran up and offloaded Scootaloo onto a stretcher, her two friends running as fast as they could to keep up with the medics as they went inside the Tower.

"Commander Preston, welcome to Canterlot. Princess Celestia has already permitted us to set up an HQ in her Tower, and we've got a refugee center in the ballroom; that's probably where they took the wounded filly. If you and MCT-7 want to shower and rest up we got facilities for that inside the Tower, courtesy of Princess Celestia. Finally we got an armory set up if you wish to resupply" a Marine Lieutenant explained to Preston.

"Understood. Thank you, Marine" Preston replied, heading inside the Tower with Twilight Sparkle right behind him.

"I'm still mad at you for leaving Rainbow Dash and Fluttershy behind. I mean, what if they DIE because we left them behind?!" Twilight declared, prompting Preston to stop in his tracks.

"Twilight...Fluttershy's dead" the Commander said, turning to face her.

In that instant Twilight Sparkle's world shattered.

"W-what?" she said, her lip already quivering. It seemed that she had never experienced something like the death of one so close to her before.

"Applebloom, Scootaloo's friend, told me. She didn't give me specifics, though. I don't know about Rainbow Dash" Preston explained.

"I...wha-" Twilight stuttered, completely befuddled by what the Commander had told her.

"I'm so sorry."

Preston comforted her for a few minutes as she cried into his shoulder, her sobs muffled and tears staining his uniform, though it hardly mattered given all the dirt and burn marks that were already on it.

Suddenly a regal voice called out, yelling "Twilight Sparkle! I'm so glad you're OK."

Commander Preston looked to the left and saw Princess Celestia approaching them, a confused look befalling her face as she saw Twilight crying. "Did something happen?"

"Princess Celestia, it is an honor to finally see you here in your Royal City, though I wish it were under better circumstances" Preston stated, standing up as Twilight rushed over to the Princess's side for comfort.

"Yes, I am curious about this whole ordeal; what happened exactly? One minute all is still, and the next Thar 'Saramee and his ship are barreling down on Ponyville. When several of your dropships came in carrying dozens of my subjects all I heard were screams of how Thar was going to kill them all" the Princess said, greatly confused.

"I'll give you the short version; Thar 'Saramee is an Elite of the Covenant, a conglomeration of alien races whose sole purpose is to destroy all of humanity. When he learned of our presence here he attempted to kill me and the Marines of MCT-7. I presume he was ordered by his leaders to kill both all the humans as well as the ponies on this planet" the Commander explained.

"Oh my, this is _terrible_. Is there any way to get Thar to stop what he is doing?" Celestia inquired.

"No. Elites are fanatical and completely devoted to their leaders; they will follow any order without question, and will stop at nothing short of death in their quest to complete their goals. Thar 'Saramee and his forces _will_ burn this planet until its surface is but glass."*

"What do you propose we do? Equestria's military can't hold off the Covenant and their technological prowess" the Princess said.

"One thing about the Covenant is that they won't just outright glass a planet; they'll search it for any artifacts of significance to their religion. That gives us time to organize a resistance; we just need to hold them off until UNSC reinforcements arrive" Preston told her.

"Where do you suggest we begin?" Celestia inquired, she was nervous at the prospect of war, something her land hadn't experienced in a long time, but knew there was no choice but to fight.

Commander Preston smiled and said "I know just the place."

* * *

**February 22nd, 2531**  
**Equestrian star system, Cygnus system**  
**Royal City of Canterlot, land of Equestria**  
**Commander Michael Preston**

Commander Preston stood at the rear of a Pelican dropship, looking out at Canterlot as the Pelican circled it, allowing Preston to survey the defenses they've added to the Royal City. Preston believed the Covenant would immediately assault Equestria's capital to decapitate their government and society and wanted to set up as many defenses as possible.

At the edge of Canterlot was a line of M9 Main Anti-Aircraft Tanks, nicknamed 'Wolverines' by the Marines. The Wolverine had proved itself effective against Banshee and Seraphs time and time again.

Behind the Wolverines were all the SP42 Cobras that had been recovered from the Marathon; the Cobra designed primarily as an anti-vehicle/fortification system, attacking the targets with a pair of LRG rail guns.

Further back in the city the Commander had placed his M808B Scorpion Main Battle Tanks and Warthogs, using them in conjunction with the Marines as the last line of defense for Canterlot.

Commander Preston directed the pilot to head back to Canterlot Tower so he could speak with Princess Celestia; on the way back the Commander saw the Covenant supercarrier hovering over Ponyville and was tempted to mount an assault on the ship. He knew it would be futile, however, as they'd never be able to bring the shields down.

_Unless... Yes, that might work_ Preston mused, stepping into the cockpit of the Pelican to get on the radio. "Everlasting Fall, come in. You still with me?"

_"Yes, Commander. How may I be of assistance?"_ the AI asked, benevolent and helpful despite his predicament; he was still trapped on the _Marathon _in the Everfree Forest.

"Can you get the repair drones working on getting the ship moving? I've got a plan" Preston said.

_"Yes, Commander. Be advised, however, that the MAC cannon and half the Archer missiles are no longer operational. The Shiva nuclear warheards are still functioning, however"_ Fall stated.

"Understood."

The Pelican soared over the courtyard outside Canterlot Tower and set down, Preston disembarking and setting out for the suite Twilight and her friends were staying at. The four ponies and single baby dragon were sitting around, looking somber.

The Commander assumed Twilight told them about Fluttershy.

"Preston... Still no word if Rainbow Dash made it out of Ponyville" Twilight deadpanned.

"Dash is a tough mare, she'll make it" Preston assured them with a smile, heading back down to the ballroom where the refugee center was located. A medical tent on the far side near the stage had been set up to treat wounded ponies.

All around the room were dozens of ponies asking around and checking posters for a certain mare or stallion. Some ponies were even asking if anyone had seen a certain filly or colt.

It saddened the Commander to know that not all those parents would ever see their children again.

Preston entered the medical tent, which was thankfully quite vacant; not many ponies had been wounded in the evacuation of Ponyville.

The medical tent's only current patient was a little orange filly with a purple mane and tail, lying unconscious on a bed near the back. Two other fillies sat nearby, watching the doctors work.

"Applebloom, Sweetie Belle, how's Scootaloo?" the Commander inquired, sitting down on an empty bed next to them.

"Doc said they had stopped the internal bleeding but she'd be out for a little while; right now they're working on the broken ribs" Sweetie Belle answered.

"How many of them were broken?"

"Awll of them" Applebloom stated, prompting Preston to shake his head. He was glad that he got Scootaloo the care she needed when he did. If he had found her just a few minutes later...

The Commander shook his head once again to clear these thoughts and left the tent, leaving some comforting words with Applebloom and Sweetie Belle.

Heading up to Princess Celestia's chambers he found a trio of Spartan-IIs there, the super-soldiers having been assigned by the Commander to be the personal guard of the Princesses.

"Officer on the deck!" the lead Spartan exclaimed, the three of them snapping crisp salutes to him.

"At ease, Spartans" Preston replied, returning the salute. The Spartans barely relaxed their stances.

"Senior Chief Petty Officer Maxwell-021" the lead Spartan said, introducing himself to the Commander.

"Hello, Spartan. I trust you and your team are going to do their bests to keep the Princesses safe?" Preston asked.

"Yes, Sir!"

Commander Preston nodded and stepped out onto the balcony where Princess Celestia was standing, staring out at the Covenant supercarrier above Ponyville.

"How do you feel being assigned the UNSC's greatest warriors to be your personal guard?" the Commander inquired, resting his arms on the railing of the balcony.

"My Royal Guards are just fine. I don't see why I needed those massive robots" Celestia whispered.

"You needn't whisper; the Spartans can hear everything we say. If you want privacy we'd have to leave the floor. And they're not robots, they're real people under those suits" Preston told her.

"They follow me _everywhere_; I used my personal bathroom earlier and after I had washed my hooves I nearly screamed when I turned around and saw one of them standing behind me. Do you have any idea how embarrassing it was knowing a massive alien had been watching me pee and sing in front of the mirror!" the Princess exclaimed.

"They're not perverts, Princess. You could do anything in front of a Spartan and he wouldn't care, so long as it isn't a threat to him or his allies. He didn't go in there to watch you pee, he went in there to make sure you were safe" Preston explained.

"I don't need to be babysat like a little foal, I can take care of myself. But that's not what I am concerned about; I'm more concerned about the fact that the Spartan in question entered my bathroom so silently. If I hadn't turned around and saw him with my own eyes I would have _never_ known he was there" Celestia said.

"Yes, Spartans have a knack for stealth. If it makes you feel better he had your best interests at heart as one of the deadliest warriors in the galaxy" the Commander stated.

"If they're really such great warriors let's see them prove it; I want to see them spar against my Royal Guards" the Princess requested.

"How many?" the human naval officer said.

"Ten, at the least."

"Come on, give them a _real_ challenge" Preston scoffed.

"Fine; twenty" Celestia replied.

"That's better."

* * *

**February 22nd, 2531**  
**Equestrian star system, Cygnus arm**  
**Covenant CSO-class supercarrier Divine Wind**  
**Shipmaster Thar 'Saramee**

Thar 'Saramee stood on the control room of his ship, standing before the holo-screens which displayed a view of Ponyville, the Shipmaster looking at the town with a mix of disdain and longing.

_Such a peaceful and beautiful town. Would've been perfect if those vile humans hadn't shown up and desecrated it with their filthy presence_ the Shipmaster thought.

He was so conflicted about the whole ordeal; on the one hand he tolerated the ponies very much and firmly believed their leader was connected to the Forerunners in some way, despite what the Hierarchs told him. But on the other hand the ponies had allied with humanity, the ultimate heresy.

_How tiresome_ Thar mused, wishing it were simpler.

Suddenly his assistant stepped up and announced "Excellency the hierarchs wish to speak with you."

Thar removed himself from the bridge and went down to his private comm room, establishing the connection with the Hierarchs.

_"Shipmaster 'Saramee, I trust you've eliminated all on the planet?"_ the Prophet of Regret inquired; he was the only Prophet on the screen.

"I apologize, Hierarch, but I have not. I am still scouring the planet for Forerunner artifacts" Thar answered, noting the subtle tap of Regret's fingers on the armrest of his throne.

_"Our patience is not infinite, Shipmaster. Your assignment is to kill all on the planet, not search for Forerunner artifacts. Complete your goals, Shipmaster, sooner rather than later"_ Regret commanded.

"As you wish" Thar said with a bow.

* * *

***This is a reference to the line spoken by the Prophet of Truth in a Halo 3 trailer.  
**

* * *

_**Legal note: Michael Preston, Thar 'Saramee, Maxwell-021, and all related characters belong to me. The Prophet of Truth, the Prophet of Regret, and all related characters belong to 343i. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i.**_


	9. Chapter 9: CMC Covenant Killers

**Foreword: so here's something special, a chapter that was NEVER in the original. A deleted scene, if you will. The events of this chapter were referenced in the sequel but I never explained them until now. Enjoy!**

* * *

**Chapter Nine**  
**CMC Covenant Killers**

**February 25th, 2531**  
**Equestrian star system, Cygnus arm**  
**Royal City of Canterlot**  
**Cutie Mark Crusader Scootaloo**  
**12:31AM**

"You wanna do what?!" Sweetie Belle and Applebloom yelled at the same time, outraged at what they had just heard.

"Just hear me out! I heard the doctors say something about a Covenant base outside the Everfree Forest, so I thought why not go out there and sneak in? We might get ninja cutie marks or something!" Scootaloo exclaimed.

"Scootaloo, I know we've done risky things before, but this is flat-out _dangerous_. You saw what happened to Fluttershy, what happened to _you_! The docs just fixed your ribs and now ya'll wanna go back out there and try to fight the thing that broke them?!" Applebloom declared incredulously.

"We'll be fine, Applebloom!" Scootaloo assured her.

"Forget it! There's no way ah'm agreeing to this! Sweetie Belle, help me out here" Applebloom pleaded, turning to face their Unicorn friend.

"I'm sorry, Applebloom, but I'm onboard for this one. I wanna get back at those nasty Covenant" Sweetie Belle stated.

Applebloom hung her head in defeat and said "fine, ah'm in."

"Great, now we just need to find some catsuits. Pinkie might have some" Scootaloo said, excited to get to work on their newest cutie mark endeavor.

* * *

"You girls ready to do this?" Scootaloo said as they stood around near Everfree Forest, seemingly waiting for their endeavor to begin.

Joining them was Twist who, despite already having her cutie mark, wanted to help them infiltrate the Covenant base.

"Ah still got my doubts about this" Applebloom said, earning a huff of annoyance from Scootaloo.

"Stop being such a chicken, Applebloom, this is gonna be great!" Scootaloo exclaimed as they began to sneak along the edges of the forest toward the Covenant base.

As the base came into view the four fillies looked out in awe, mesmerized by the purple glow emitted by the lights of the base.

"We're sneakin' into _that_?!" Applebloom whispered loudly.

Scootaloo motioned for them to get moving and they all did so, creeping ever closer to the Covenant base. The black catsuits made them virtually invisible against the blackness of night.

Or so they thought.

As they reached the outer edges of the base they snuck around to the back in search of Covenant soldiers to fight; Scootaloo had seen hundreds of little stocky aliens invading Ponyville alongside the Sangheili that Thar 'Saramee had been a member of and thought them to be perfect targets for them to fight.

Scootaloo suddenly stopped and the other fillies bumped into her backside, earning a glare from the Pegasus as she pointed her hoof ahead at one of the aliens; it was around five feet tall and vaguely resembled a bird, with a long beak-like snout and they way its head twitched around.

"Twist, you and Applebloom distract it while me and Sweetie Belle sneak up behind it" Scootaloo ordered, eagerly licking her lips.

The two complied and snuck behind a bush behind the base, rustling it very loudly and moving around behind it with enough purpose to let the alien know there was something alive moving around back there.

Scootaloo nearly screamed in surprise when a large blue disc of light appeared in front of the alien, seemingly appearing out of his wrist. The alien held the blue disc on front of himself like a shield and pulled out a large vaguely C-shaped device and held it out as he slowly approached the bush.

"OK, Sweetie Belle, you blast him with some magic when you got a clear shot and I'll rush in and buck him square in the face!" Scootaloo quietly exclaimed.

"I can barely do magic! And how are you gonna buck him? He's like, seven feet tall" Sweetie Belle stated.

"He's like, five feet tall. And who cares if you can barely do magic? You can do enough to knock him on his rump!" Scootaloo retorted.

Just then the alien stopped and slowly turned his head to look at the bush Scootaloo and Sweetie Belle were hiding behind, the two of them completely unaware that the alien had heard them.

"I can't even do enough magic to lift a sheet of construction paper! What makes you think I can do enough to knock him on his rump? I don't even know where his rump is! He's walking around on two legs and stuff!" Sweetie Belle exclaimed, this time much louder.

"Who cares?! Just shoot him!" Scootaloo yelled.

Suddenly the alien squawked very loudly, the noise scaring Scootaloo and Sweetie Belle who looked out the bush and saw the alien standing right next to them.

The two screamed in terror and ran out of the bush past the alien, who squawked louder, trumpeting his call across the base.

"Run! Everypony run!" Scootaloo shouted as Twist and Applebloom joined them. Together the group charged across the Covenant base, cutting through it in an attempt to get away as fast as possible.

They had almost reached the edge of the base when two large blue vehicles soared out to intercept them, the two forming a roadblock and a Sangheili manning the turret on each. In addition to the massive blue tanks several hovering bikes came out to cut them off from the rear, leaving all four fillies trapped in the middle of a Covenant base.

"Great job, Scootaloo! Ya'll talked too loudly and those darn aliens heard ya! Now we're gonna _die_!" Applebloom screamed.

"Shut up! Just shut up!" Scootaloo retorted.

"NO! Your stupid plan is gonna get us killed now!"

"**ENOUGH!**" a deep voice thundered, scaring the fillies enough to shut them up. Heavy footsteps plodded along the dirt with a menacing intent.

Thar 'Saramee stepped before the four fillies, absolutely towering over them, his dark eyes piercing their very souls as he stared down at them.

The Shipmaster chuckled darkly.

* * *

"Let us go!" Scootaloo demanded, secured in place by gravity bands in one of the holding cells in the Covenant base, yelling at Thar 'Saramee.

"Quiet!" the Shipmaster yelled back as he paced in front of the four fillies.

"I said let us GO!" Scootaloo screamed, earning a heavy fist to the stomach from Thar.

"Shut up, you insufferable whelp!" the Shipmaster declared, repeatedly hitting Scootaloo in the face. After several hits blood began to pour out of her mouth, and she was out cold.

"Please, Thar, don't hurt us! Just let us go, please!" Sweetie Belle pleaded, also secured in place by gravity bands. All four of the fillies had been stuck into the same cell.

"Be quiet, or I will KILL YOU!" the Shipmaster exclaimed, drawing his energy sword and igniting it, the light emitted from the blades casting Thar in a hellish glow.

Sweetie Belle began to cry in fear and Thar smacked her across the face, the blow hard enough to knock her out.

"For what purpose did you attempt to infiltrate my base? Were you ordered to assassinate me? Sabotage the base? Spy on us? ANSWER ME!" the Shipmaster exclaimed, continuing to pace back and forth.

"W-we came o-out here to fight one of you. W-we just wanted a little vengeance" Applebloom answered, earning a curious gaze from Thar.

"I recognize three of you, especially the orange one. I believe I kicked her while in Ponyville. I presume that _she_ was the one that came up with this ridiculous plan?" Thar questioned.

"No, I did" Twist lied, hoping to cover for their Pegasus friend.

"A bold, but stupid plan, you fool. Now, your plan will cause the deaths of all your friends, and you will watch" the Sangheili stated.

"No, please don't kill us!" Applebloom yelled.

"Quiet! My blade is drawn, and a drawn weapon demands blood. Yours shall be the first" Thar replied, looking at Twist.

"No, nononono, please...take me, instead" Applebloom pleaded.

"What does it matter? ALL four of you will die, the order is insignificant" Thar declared.

The conscious fillies fell silent.

"No point in drawing this out; let us do this quick" Thar stated, waking up Scootaloo and Sweetie Belle and making them watch as he approached Twist.

Without a word Thar swung his blade up, vertically bisecting Twist; the two sides of her body suspended in air by the gravity bands and her guts spilling out onto the floor below.

"Oh my _gosh_! Sweetie Belle yelled in horror, throwing up at the sight beheld in her eyes.

Next in line was Applebloom, who was hyperventilating and shaking her head vigorously as Thar approached her, raising his energy sword and pointing the tips of the prongs at her eyes, which were filled with immense terror as they watched the electricity arcing off.

"Shipmaster! Come quick, a situation has developed!" Rav 'Taramai yelled out as he charged into the brig.

"Calm yourself, Rav. What has happened?" Thar asked, turning to face his assistant.

"The humans have mounted an assault on us" Rav answered.

"Hmm, they must've figured out we captured these whelps" Thar said, looking back at the three fillies who looked to be in shock after their friend's death; they were merely staring at the two halves of the corpse, still suspended by the gravity bands, and watching as the last of the blood dripped out.

_By the Gods, what am I doing? Torturing and murdering small children, making them watch as I kill them off one by one? What must it be like to be the last in line, knowing you'll die last and have to watch your friends murdered? At which point does it become merciful to kill the last one? Should I let them all live, and let them off with the fourth one's death as a warning? Or should I continue as planned and kill them all_ Thar wondered, beginning to question what he was doing.

_This feels wrong, like I'm committing atrocious acts of heresy. I KNOW these ponies are connected to the Forerunners, but the Hierarchs have told me otherwise. What if... What if the Hierarchs are wrong?_

No, he must carry out his assigned tasks, as any loyal and honorable Sangheili would do.

The Shipmaster refocused his eyes on Applebloom and drew his sword back, aiming to kill all three of them with one blow. The little filly tore her gaze from Twist's corpse and watched the energy blade intently, shaking in terror.

She let her bladder relax, and began to urinate on the floor in fear.

As Thar looked deep into Applebloom's eyes he saw naught but pure unadulterated fear; a fear that no child that young should ever experience, the kind of fear that could only be made by terrible monsters that have come to brutally murder the child and her friends.

But there was something else there; innocence. A young innocence, tainted by witnessing the brutal death of a friend; the kind of experience that breaks a young one's mind.

Applebloom was broken, as were Sweetie Belle and Scootaloo. Completely and utterly broken at the sight of their dead friend.

Killing them, at this point, was the right thing to do.

But Thar could not do it.

"Rav, leave us, deal with the humans. I will be out there shortly to assist" the Shipmaster stated, lowering his energy sword.

The assistant did as told and left the brig, leaving Thar alone with the three fillies.

The Sangheili deactivated his energy sword and clipped it to his side, wordlessly reaching forward and deactivating the gravity bands and allowing the three fillies to drop to the floor.

"I... I will release you, but it must happen in a way that will not draw suspicion to myself. I will leave you in this cell, and the humans will rescue you... Goodbye" Thar told them, releasing the bands holding up Twist's corpse and taking the two halves out of the cell, turning the energy barrier on to keep the fillies in.

They silently huddled together, and began to cry.

* * *

**Legal note: Thar 'Saramee, Rav 'Taramai, and all related characters belong to me. Sweetie Belle, Scootaloo, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i.**


	10. Chapter 10: Contingency

**Foreword: sorry I haven't updated this story lately, but I've been working on my other stories. I promise this Remake will be finished very soon though.**

* * *

**Chapter Ten**  
**Contingency**

**February 25th, 2531**  
**Equestrian star system, Cygnus arm**  
**Outskirts of Everfree Forest, 120 feet from a Covenant base**  
**Spartan Maxwell-021**  
**Mission: rescue three fillies from a Covenant base.**  
**2:00AM**

_"The attack has begun, Spartan. I advise you move in and retrieve the fillies"_ Commander Preston said over the radio to the Spartan leader, his team hidden in the foliage outside the Covenant base.

"Understood, Sir" Maxwell replied, switching the radio off and shouldering his XBR55*, a prototype weapons ONI was field-testing. Data gathered from field exercises would be used to improve the final production model.

"Spartans, let's go."

The mission was simple; a squad of Longswords and a platoon of Marines would mount a direct and obvious assault on the Covenant base to distract the enemy while the Spartan team would infiltrate from the rear to locate the fillies.

The Spartans quickly reached the back and found a Jackal on patrol there, the vaguely avian alien completely clueless to the presence of the Spartans.

A knife thrown into his throat made sure the Jackal would be of no problem to the Spartans.

The team snuck up to where the Jackal had been standing and Maxwell-021 retrieved his knife, returning it to its sheath before he checked his motion sensor, making sure the area was clear before going over the plan with his team.

"Yellow Team, communications check" Maxwell said over the radio, receiving three blue lights on his HUD in acknowledgement; Yellow Team could hear him loud and clear.

"OK, we use this channel for emergency communications only. Once we're inside that base, hand signals only. Understood?"

Three blue lights flashed.

"Kelly, you're on explosives. Albert and Kenneth, you're on overwatch. I'll provide fire support if necessary, otherwise I'll be at the front looking for the fillies" Maxwell explained, waiting for Kelly to slip into the vent leading into the base and give them the all-clear sign.

After seven seconds Kelly's light flashed yellow.

Enemy contact had been met upon entry and dealt with, but there might be more.

Maxwell acknowledged this and he and the other two Spartans entered the base through the same vent and met up with Kelly.

Kelly-087, originally a member of Blue Team alongside John-117, had been requisitioned by Commander Preston alongside Maxwell-021, Albert-096, and Kenneth-004 for their original mission to find a friendly alien species. Kelly was the fastest Spartan alive; no one could touch her if she didn't want them to, while Albert and Kenneth were average Spartan-IIs.

The Spartan team quickly proceeded down the hall and entered the holding areas, perusing the cells for any sign of the three fillies; most of the cells were empty save for a few pony corpses.

Halfway down the hall Maxwell flashed his light three times and the team joined him, seeing three fillies huddled together in a cell, shaking with fear as they stared at the Spartans.

Maxwell nodded to Kenneth and he jogged down the rest of the hall to the holographic display, one that could be considered the master switch for all the cells, and flicked the barriers off.

Maxwell stepped into the cell and the fillies bunched closer together, their shaking intensifying as the Spartan approached; they seemed to recognize the Spartans as humans but they didn't look too sure.

Maxwell took his helmet off and crouched in front of them, keeping the armor piece close by. "You alright? We're here to rescue you."

The fillies didn't stop shaking but still lunged forward and hugged the Spartan's leg. The size difference was incredible; it wasn't surprising that they were afraid of the Spartans.

Maxwell put his helmet back on and looked over and saw a fresh pool of blood and guts on the far side of the cell, and turned his external speakers off.

"Commander, is there any news of a fourth filly missing from the refugee center?" the Spartan leader inquired.

There was silence for several seconds before Commander Preston came on, saying _"seems like it, Spartan; the boys back at Canterlot just got word that one mare's daughter, named Twist, went missing around the same time the three other fillies did."_

Maxwell frowned and looked down at the blood pool. "Doesn't look like Twist made it, Sir. I'll deliver the news to the family when we get back to Canterlot" Spartan-021 stated.

_"Understood, Spartan. We're nearing the _Marathon's_ wreckage, and will be back in Canterlot within an hour"_ Preston responded.

"Copy that, Sir."

"Kelly, blow this wall; we're getting out of here" Maxwell ordered.

While the female Spartan got to work Maxwell looked down at the three fillies who were still clinging tightly to his leg; one of them looked up at the Spartan and asked "...h-how did ya'll find us?" in a southern drawl.

"If you're going to draw out a 'Top Scret' plan in crayon, you better put it where it won't be easily found."

* * *

**February 25th, 2531**  
**Equestrian star system, Cygnus arm**  
**Everfree Forest**  
**Commander Michael Preston**  
**Mission: retrieve Everlasting Fall from the UNSC _Marathon_**  
**2:21AM**

_"Doesn't look like Twist made it, Sir. I'll deliver the news to the family when we get back to Canterlot."_

"Understood Spartan. We're nearing the _Marathon_'s wreckage, and will be back in Canterlot within an hour" Preston responded.

_"Copy that, Sir."_

Commander Preston switched the radio off as he and MCT-7 pushed their way through the dense foliage of the forest, struggling to just get through without tripping over a hidden tree root or rock.

"Come on, the _Marathon_ is close" Preston said, urging the Marines to keep moving.

While Everlasting Fall will be a useful companion for the defense the Commander had to remember to tell the AI to leave behind some subroutines for the contingency plan he has in mind.

The group emerged from the foliage and came across the Marathon resting across a large fog-filled chasm, acting like a massive bridge.

"Ship seems pretty intact, disregarding the fact she got blasted and then crashed in a supernatural forest" Private Jenkins remarked; the team entered the ship through an airlock on the side and immediately set out for the bridge.

"Everlasting Fall, come in" Preston said over the radio, earning no response. "Looks like comms are down, can't say what's jamming them."

Along the way to the bridge the naval personnel began to hear faint noises throughout the ship, leaving them wondering what was causing them. The Commander just chalked them up to being caused by the repair drones.

Suddenly there was a bang from somewhere near the top of the ship, loud enough to echo through the entire vessel. It was hard, given the acoustics, to pinpoint exactly where it had come from.

"Let's keep moving" Preston stated, continuing on his way with the Marines in tow.

The squad soon reached the bridge and entered, taking a look around. The bridge was largely unaffected by the crash due to it being on top of the ship.

Preston approached the command console and pressed a few keys, turning it back on and allowing Fall to power to pack up.

"Commander Preston, welcome back to the _Marathon_" Fall declared as his avatar appeared on the plinth next to the console.

"Fall, I need you to separate a few subroutines; just enough to pilot the ship and fire the weapons" the Commander declared.

"Yes, Commander. Would you like a status report on the ship and weapons?" EF asked.

"Yes, please."

"The ship is currently 63%** operational; one of the two MAC cannons are offline. All Archer missile pods are operational. All four Hyperion missiles are intact and ready to fire. The Shiva nuclear warheads are intact but the launcher is offline; it will take three weeks repairs to bring the launcher back on. 48% of the 70mm point-defense cannons have been destroyed" Fall explained.

_Damn it. Well, the nukes would be dangerous to use_ Preston thought, grateful that the rest of the weapons were working. "Thank you, Fall."

"There's one other thing, Commander. Covenant forces have entered the ship, and a squad of Elites will breach the bridge in seven** seconds" EF exclaimed.

"What?!" the Commander yelled, taking cover with the Marines as the door to the bridge exploded, several Elites pouring in.

"Fire!" Preston ordered, opening fire with the Marines on the Covenant forces, quickly cutting them down. "Maybe next time you can give us a little more warning?"

"Of course, Commander" the AI replied.

"Now, we need a quick way back to Canterlot. Are there any dropships remaining?" Preston inquired.

"Yes, Commander. In fact, your custom dropship is still docked in launch bay 7**" Fall answered, the Commander's face contorting into a rare smile at the thought of his personnel dropship.

_Can't wait to see her again._

"Well then, what are we standing around here for? Let's get going" Preston stated.

* * *

**February 25th, 2531**  
**Equestrian star system, Cygnus arm**  
**Royal City of Canterlot**  
**Commander Michael Preston of the UNSC _Marathon_**  
**Mission: eliminate Covenant presence in Equestria**  
**8:00AM**

Commander Preston smiled proudly as he looked over his custom Pelican; he and MCT-7 had left the _Marathon_ with few problems and had arrived in Canterlot just in time to see the parents of the three fillies that had been rescued from the Covenant base come out to greet them; the mothers of two and the father of the third were rubbing their right hooves.

The Commander heard from Maxwell-021 what could be described as a horror story of the three fillies receiving terrible spankings from their parents in addition to being grounded for a whole year.

The parents thanked the Spartans and the Commander for bringing their daughters home safely, however, and the Commander returned their thanks courteously.

He recommended that the three fillies be allowed to see each other regularly though, as well as the psychiatrist down in the refugee center; they were irreversibly mentally scarred and needed all the support they could get.

The parents had looked a little guilty for punishing their children after Preston told them that.

Bringing his mind back to the present the Commander sighed, admiring his Pelican one last time. The dropship was a personal project he had undertaken when he became a Commander almost a decade ago, when he was concerned with trivial things. The Pelican was an experimental D77H-TCI*** model and had been painted black. Additional armor and armaments had been attached as well.

A quad-mounting of 40mm cannons on the chin both wings had been fitted with oversized Anvil-II missile pods; the pods stretched all the way to the tips of the wings, bringing the count for each wing 18 and 36 total.

At the rear of the Pelican a Troop Deployment Pod had been attached the magnetic overhang, an attachment which essentially was an extension of the cabin and allowed more troops and cargo to be carried.

The Commander wiped a scuff off the nose and left the hangar that had been built for the vehicles, heading up the stairs back into Canterlot Tower. The duel between a contingent of Royal Guards and three Spartan-IIs was going to begin soon.

Preston entered the observation room that overlooked the sparring ring; the Spartans were early as usual and were just standing around, waiting for the Guards to enter.

"Do you think your guards will win?" Preston asked Princess Celestia, who was also waiting in the observation room.

"They're the best of the best; we have a rigorous training program for our guards that we put each and every one of them through. Only the best make it in. They will not fail" Celestia explained.

"We'll see about that" the Commander replied.

At that moment twenty Royal Guards entered the sparring ring, adorned in ornate battle armor. It was both ceremonial and battle-ready armor and reminded the Commander of the armor Elite's wore.

"Round one, begin!" Celestia barked, her voice stern and commanding. The observation room door opened and in stepped Twilight Sparkle and her friends.

All twenty Guards drew their battle spears and approached the weaponless Spartans; the Commander ordered that the Spartans battle with no weapons or armor, as having either of those tools would assuredly cause the deaths of the Guards, something neither the Princess nor Preston wanted.

The spears hovered in front of the guards, held by their magic. The Guards thrust their weapons forward and each of the three Spartans grabbed one.

Even without their armor Spartan-IIs were incredibly strong; a single Spartan-II could easily subdue and kill five humans single-handedly, and even the strongest Guard was no match for the Spartans. One of the Spartans exemplified this immense strength when he swung his captured spear down, smashing the handle of a Guard's spear in half, leaving the poor stallion defenseless.

Spartan-021 dodged a stab from a spear and grabbed the primitive weapon, lobbing it across the room where the head lodged into the armor plates of a Guard. The Guard that attempted to stab Maxwell rose up on his hind legs and tried to punch the Spartan; Maxwell dodged the blow and snapped his knee up, breaking the Guard's arm in half.

With the Guard still on his hinds Maxwell kicked him in his exposed barrel and sent him flying across the room.

The other guards were stunned by their comrade's quick defeat, too shocked to move as the Spartans subdued three more, bringing their total down to sixteen.

The Spartans quickly and easily snapped the arms of four more, forcing the rest to break up into three teams of four. Each team assigned themselves to one of the Spartans

Maxwell dodged attacks from four spears and grabbed one, swinging and slashing the other three in half. In response to this one of the guards attempted to blast the supersoldier with a magic spell, missing by a whole two feet as the Spartan flashed to the side and closed the distance between him and the guard. The Unicorn attempted to scramble away but was too slow; Spartan-021 grabbed him by the horn and whipped him into his companions.

The four guards recovered quickly and resumed their assault on Maxwell, who kneed one in the face and roundhouse kicked another, knocking them unconscious.

With only two remaining in that squad they tried to attack at the same time. Maxwell blocked both of their attacks with ease and dropped low, uppercutting one and grabbing the other by the throat.

The uppercut connected and immediately knocked the guard out, leaving just the one in the Spartan leader's other hand. Maxwell flung the stallion onto the floor and kicked him directly in the kidneys; there would be no permanent damage but the pain made the guard black out immediately.

Maxwell looked up and saw that his two teammates had dealt with the other guards easily.

Back up in the observation room Preston tacked on a point for the Spartans; he wanted to keep score.

Several rounds and many guards later the Spartans were winning 6 to 0, and Princess Celestia was pissed. She showed no outward signs but the Commander knew she was mad; you don't watch your best soldiers lose six times in a row and come away calm.

"Want to call it a day?" Preston asked the Princess.

"No! No. I want to up the challenge, actually. Withdraw those twenty guards and bring in the Captain. Also remove one of your Spartans and replace him with another" Celestia declared.

"Fine. Kenneth, you can go; tell Kelly she's needed now" the Commander instructed over the comm. The Spartan left without protest and Kelly entered quickly, also lacking her armor and weapons.

"Princess, you can't do this! You saw what they did to those other guards, can you imagine what they're gonna do to my brother?!" Twilight protested.

"The Captain of the Guard is her brother?" Commander Preston said.

"Yes. I understand your fears, young one, but he'll be OK. The Commander and I promise it" Celestia stated firmly, turning back to look out the window. She gave the necessary orders and soon the Captain of the Royal Guard entered.

"Captain Shining Armor, a brave and noble stallion. Your Spartans may have won against the regular guard, but Captain Armor is truly the best" Celestia explained.

The Spartans didn't look too concerned.

The Captain was larger than the average guard, but not by much. He was certainly more muscular, however, and being the brother of Twilight Sparkle probably knew more about magic than the average guard.

The Captain immediately lunged for the Spartans and they sidestepped, looking to end this as quickly as possible. Captain Armor was a bit smarter than the others and quickly came to a stop and rolled away when he saw the Spartans standing at his sides.

Shining Armor picked Kelly as his first target, rushing up to her and turning to buck; his legs struck nothing but air, and when he looked up the female Spartan was standing in front of him.

"How-" was all Shining could say before Kelly grabbed him and threw him across the room.

Twilight wasn't even watching anymore.

Shining recovered and hatched a plan as the Spartans approached, firing off a magical blast as a surprise attack.

The Spartans easily dodged and Shining rushed for Kelly again, keeping his eyes on her at all times.

In a flash she was gone, and Shining skidded to a halt, looking around the room for her. Kelly grabbed Captain Armor and threw him across the room once more.

Shining hadn't even seen Kelly dash behind him.

The Captain stood up again and was about to charge forward when he saw Maxwell in his peripheral vision; before he could react the Spartan leader stood him up on his hinds and forced his head back, kneeing the Captain in the back of the head and knocking him out instantly.

Shining Armor dropped to the floor like a bag of rocks.

"That's it, fight's over! Final score is Spartans: 7. Royal Guard: 0" Preston exclaimed triumphantly, watching as the medics dragged Shining Armor out and the Spartans headed off to get their armor refitted.

"I told you."

The group in the observation room left and Twilight immediately ran off to the infirmary to check on her brother. The Commander was about to comfort Celestia in her defeat when Princess Luna came running down the hall, slamming her hooves down to brake. She had been running so fast that the sudden braking threw sparks off of her ornate shoes.

"Luna? What is it?" Celestia asked.

The Princess of the Night took a moment to catch her breath before speaking, and even then her words were interspersed with panting. "The Covenant...invaded...Appleloosa!"

Preston and Celestia looked at each other. "Damn, I'll round up our forces and head out there immediately. Twilight and her friends should stay here" Commander Preston stated.

"No way! Ma cousin Braeburn lives in Appleloosa! Ah need to see if he's OK!" Applejack protested.

"We still need to find Dashie, too! What if she's in Appleloosa?" Pinkie exclaimed.

"Fine; Applejack, Pinkie, you're with me. The rest of you stay here" Preston ordered, leading the two ponies down to the hangar as he gave out the order for all Marine ground forces to mobilize.

"Get aboard" the Commander said as they approached his custom Pelican; a technician carefully drove a Warthog into the cargo bay. The Warthog was a new variant designated M12R **** and was outfitted with the M79 Multiple-Launch Rocket System. It was first developed and tested on planet Reach.

In addition to the Warthog Commander Preston also ordered MCT-7 to accompany him in the custom Pelican as it took off and joined the dozens of other Pelicans, all of them rocketing across the Equestrian sky to Appleloosa.

* * *

***This is the prototype of the BR55, first seen in the novel Halo: Contact Harvest  
******These are all seven references  
*******This is the Pelican variant first seen in Halo 3  
****This is the Rocket 'Hog first seen in Halo: Reach  
**

* * *

**Legal note: Commander Michael Preston, Spartan Maxwell-021, Everlasting Fall, and all related characters belong to me. Princess Celestia, Twilight Sparkle, Shining Armor, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i.**


	11. Chapter 11: Appleloosa

**Foreword: songs for the chapter! Just go to Youtube and copy/paste the info into the address bar after it's URL!**

**Thar's battle against the UNSC: /watch?v=oDoG_SwvBV4**

**UNSC's assault on the town: /watch?v=DCrL76vGpNA**

**(Songs ARE Halo songs!)**

* * *

**Chapter Eleven**  
**Appleloosa  
**

* * *

**February 25th, 2531**  
**Equestrian star system, Cygnus arm**  
**Town of Appleloosa**  
**Shipmaster Thar 'Saramee of the Covenant CSO-class supercarrier _Divine Wind_**  
**Mission: exterminate all life in Equestria**  
**9:57AM**

Shipmaster 'Saramee tossed the corpse of the dead pony to the ground, the holes in his torso pouring out steam. His brown vest and hat were matted with blood, and the mark of an apple on his flank was bruised.

Thar deactivated his energy sword and stowed it, repressing the urge to clean his hands after touching the filthy creature.

His forces had occupied the town as it was near Canterlot and would be an excellent staging ground for an invasion of the royal pony city.

At that moment Thar's second in command, Rav 'Taramai, ran up to the Shipmaster; the Aristocrat stowed his dual plasma rifles before speaking.

"Excellency, the town is now ours. All natives we have found are dead" Rav stated.

"Fantastic work, Rav. Sweep the town again, I want none alive. If you find any of Twilight Sparkle's friends bring them to me at once" Thar ordered.

"Of course, sire."

Thar turned his attention to the mountains in the distance, quickly finding the silhouette of Canterlot; the royal city was seemingly built in a location and fashion that would ensure it would be visible from all quarters of the continent.

The Shipmaster took a moment to recite the Writ of Union, a custom he partook in after every battle.

_So full of hate were our eyes that none of us could see. Our war would yield countless dead but never victory. So let us cast arms aside and like discard our wrath. Thou, in faith, will keep us safe whilst we find the path._

Thar looked at the piles of dead ponies that the Unggoy were beginning to make, the stocky aliens dragging the corpses along and dumping them off unceremoniously. _Indeed_ Thar mused as he went over the Writ once more.

Movement in his peripheral caught 'Saramee's attention, prompting him to look towards Canterlot as dots flew through the sky. Thar bumped up the digital magnification his helmet's HUD provided and saw that the dots approaching were in fact human dropships, carrying vehicles and troops for an assault on the town.

Thar immediately darted into action, taking position on top of the largest corpse pile as he addressed his troops. "Human dropships approaching from the East! Bring the tanks around and take up defensive positions! Rav, arm the anti-air cannon right now!"

"The true devotee honors our name with actions, not words!"

The lead dropship came into view and Thar was about to order the anti-air cannon to fire when there was a tremendous explosion from behind, forcing the Shipmaster to whip around and see that the cannon was mangled and on fire. A moment later a squadron of human fighters flashed overhead.

"BY THE GODS!" Thar bellowed, enraged with the humans. Turning back around 'Saramee saw that the human dropships had offloaded their vehicles and troops, and the assault was now in full swing.

"FIRE!" Thar commanded, his tanks sending dozens of plasma bombs across the morning sky towards the humans.

One dropship soared directly over Thar; this one was black and had a longer cabin, as well as bigger weapons. The dropship turned and lowered itself into the center of the town, near one of the corpse piles, and dropped the ramp at the rear. A human vehicle slid out along with a squad of soldiers and-

_Applejack and Pinkie Pie?_

A missile system on the back of the vehicle opened fire, obliterating a squad of Sangheili; their remains flew far and wide.

Thar was about to charge forward when a nearby explosion knocked him on his back, leaving him looking up at the town's clock tower; the morning sun was directly behind the structure and cast a heavenly and peaceful aura over the town.

A human tank rolled by, grinding the dirt beneath its treads and filling Thar's vision.

The Shipmaster jumped to his feet and ducked into an alley, igniting his energy sword as he prepared to circle around to the rocket-launching vehicle he had seen earlier.

'Saramee reached the end of the alley that exited out into the main street just as a trio of human warriors ran by; the Shipmaster darted out and made quick work of them before he looked down the road and saw the rocket-launching vehicle, guarded by a squad of humans. Thar recognized one as the warrior that fought him in hand-to-hand back in Ponyville. In addition to the humans Thar saw Applejack and Pinkie Pie, hunkered down under the vehicle.

Thar roared and charged for the humans.

* * *

Commander Preston slapped a new magazine into his XBR55 and ducked down to avoid plasma fire from several Jackals; the avian-like aliens had been equipped with plasma rifles and their standard shields and had displayed surprising intelligence by forming a phalanx, and were now steadily advancing on the Commander and his squad.

A Scorpion rolled into the intersection behind the Jackals and ripped them to shreds with its coaxial machine gun before continuing on its way.

The Commander shouldered his rifle and sighted in through the 2X-zoom optical scope, his crosshairs coming to a stop right on the face of an Elite Shipmaster wielding an energy sword.

_Hey, isn't that the Elite I fought in Ponyville? What's his name? Thar?_

The Elite noticed and recognized the Commander and immediately began charging for him, shouting some kind of battle cry. Preston opened fire with the XBR55, spitting out rounds in burst of three as the Elite began to close the gap.

The Commander ran out of rounds just as the Elite reached him, violently slashing his energy sword through the air to decapitate Preston. The naval officer dropped the empty magazine and rolled away, fishing for a new one as the Elite pinned him to the ground with a boot, intent on killing him.

The finishing blow never came as Maxwell-021 kicked the Elite's sword hand away, brandishing two M7 SMG's that had been fitted with Battle-Rifle style flash hiders which he levelled on the alien.

The Elite growled as 5mm rounds peppered his shields and he smacked the SMGs out of Maxwell's hand, the Spartan responding in kind by drawing out a UNSC combat knife.

Maxwell spun the knife around and the blade glittered in the sun; the Spartan tightened his grip and kept the knife close to his chest in the new position with the handle facing him and the blade sticking out.

The Spartan stabbed at the Elite.

Commander Preston rolled over on the ground and saw Applejack in the middle of the intersection, trying to make herself as flat as possible behind the remains of a Warthog. In her position she failed to notice the Wraith tank that was about to hover over her.

"Applejack, get out of there!" Preston yelled, watching as the farm pony looked up and saw the Wraith climb over the wreckage and sink down, its front end briefly smacking into the dirt before its Gravity Propulsion Device evened its hovering out. Applejack was physically unable to move due to the high gravity.

She was not harmed.

The Wraith glided into the intersection and turned on its axis, the cannon aiming into the sky before discharging a plasma bomb.

"Ooohohoohh! Twitcha-twitch! Twitcha-twitch! Something BIG is about to fa-"

_**BOOM!**_

The plasma bomb had arced straight and true and had landed directly behind Pinkie Pie, the intense heat flash-frying her rear end and vaporizing it. The party pony catapulted into the air with a terrifying scream of pain that would forever be embedded into Preston's mind.

Pinkie landed on the ground and continued to scream, the angle she fell at allowed Preston to see it all; everything below her colon was gone; her intestines were black and blistered, her liver was boiling away, and her stomach had fourth-degree burns. Blobs of plasma had landed on her lungs and esophagus and were slowly incinerating them.

She screamed bloody murder for seven seconds before dying of shock.

"PINKIE! NOOOO!" Preston shouted; there was nothing he could've ever done to save her.

The Commander turned around and saw Maxwell throw Thar away, returning his knife to his sheath as he quickly reloaded his SMGs. The Elite landed next to Applejack and she tried to attack him, turning on her forelegs and attempting to buck him with her hinds.

In one deft move the Elite slashed her legs off and immediately began running in the opposite direction, heading for the Supercarrier at the edge of town.

"When have you ever seen an Elite retreat?" Preston inquired as he and Maxwell rushed over to Applejack.

"Never, Sir."

The two reached Applejack and the Spartan quickly applied biofoam to her wounds; the sword had cauterized both legs and prevented her from bleeding out, but infections were still a high probability.

"Gah-aah! C-Commander, where's Pinkie?!" Applejack asked.

Preston shook his head and made sure the farm mare couldn't see the remains of the party pony.

"N-no..."

The Commander frowned and looked up as the Covenant Supercarrier began to approach the town, the fore plasma projector warming up.

"Damn. All UNSC personnel, retreat! I repeat; ALL UNSC personnel retreat! Mike-416, we need you and the rest of the Pelicans to get back here and get us out NOW!" Preston shouted over the radio.

_"Commander, we can't get there in time! That Covenant ship will have glassed everything by the time we come anywhere near there!"_ the pilot protested.

"You said that last time we needed evac and you made it in time. This is not a suggestion, trooper. Get here ON. THE. DOUBLE!" Preston ordered, watching the Supercarrier creep ever closer.

"Everlasting Fall, it's time for the contingency! Activate those subroutines and get the _Marathon_ out here!"

_"Yes, Sir! Would you like any weapons activated? One of the two MAC cannons are functioning, all Archer missile pods are-"_

"I know what works and what doesn't; just get that ship out here NOW!" the Commander bellowed.

_"Yes, Commander!"_

A few seconds later the UNSC _Marathon_ screamed over Appleloosa, rattling the Commander's teeth as she turned to face the Supercarrier and began barreling down on it. With the plasma projector charging the Covenant ship's shields were down, leaving her vulnerable to the single MAC blast to the plasma projector and the two Hyperion missiles the _Marathon_ dished out to her.

The Supercarrier was now crippled.

"Excellent work, Fall, now bring the _Marathon_ back around!" the Commander ordered.

The AI was about to comply when a point-defense laser on the Supercarrier lanced out and sliced off the _Marathon_'s thrusters in one swoop; carried on by nothing but momentum the destroyer sailed forward and smashed harmlessly in the shields of the Supercarrier, disintegrating instantly and raining down hundreds of millions of chunks of debris upon the Equestrian landscape.

"M416, where THE HELL ARE YOU?!" Preston yelled as debris began to rain down upon Appleloosa; the bridge had snapped off the destroyer and crashed through town hall, turning most of it into toothpicks.

_"We're here, Commander!"_ the pilot of M416 replied as her and the other dropships arrived at Appleloosa. One Pelican in particular soared over the Commander and MCT-7 and was struck by the remains of a 70mm defense cannon; the wounded Pelican dipped down and landed upon the Marines the pilot was planning on extracting.

Preston winced.

Mike-416 touched down in front of the Commander and they all rushed aboard as a large chunk of steel slammed down into the spot they were occupying just moments prior.

"GO, GO, GODDAMNIT!" Commander Preston demanded; the rear hatch sealed and Preston looked out at the smoke and flames that used to be Appleloosa and her residents.

The last thing the Commander saw before turning away was the corpse of Pinkie Pie.

* * *

"I'm so sorry" were the first words out of Commander Preston's mouth after Twilight and her remaining friends started crying over the death of their party friend and the air that occupied the spaces Applejack's rear legs used to. The Commander could tell they especially were suffering greatly as a result of the war.

Leaving them to themselves Preston exited the medic tent and found Princess Celestia waiting outside for him.

"Things...didn't go as planned. Appleloosa remains in the hands of the Covenant, though there's not much for them to hold on to there anymore. None of the residents of the town survived. Pinkie Pie...was killed. And Applejack is wounded, as I'm sure you know. I lost men, dropships, vehicles, and whatever was left of my ship. The Covenant Shipmaster Thar was there, and we engaged him. He survived, and is probably royally pissed off" Commander Preston explained, his head hung in shame.

Celestia sighed in sadness and said "I...see. What do you propose will happen next?"

The Commander hesitated before offering his answer. "I've got a plan to hit the Covenant Supercarrier and bring the war in Equestria to an end. Me and a substantial number of Marines will board the ship and clear it out, wipe all records of Equestria from the database, and use the vessel to leave Equestria" Preston explained.

There was silence for several seconds and the sound of sobbing from the tent permeated the air, rushing the Princess to reply to drown out the despair.

"Please...do not fail. Can you please promise that no more suffering will befall my subjects?" Celestia asked.

The Commander looked out the window and saw the silhouette of the Supercarrier in the distance, hovering stock still over what Preston assumed was Appleloosa.

The Commander never answered Celestia's question.

* * *

**A/N: Thar 'Saramee reciting the Writ of Union does have relevance to the story, I promise.**

**Also I've been playing a lot of Far Cry 2 recently and I've decided to do a Let's Play of it on my YouTube channel(coltonsin64). I know it has nothing to do with Halo but I DO have LP's of Halo 4 and Halo: Combat Evolved Anniversary up on there. Both are currently in progress but they're there.**

* * *

**Legal note: Thar 'Saramee, Rav 'Taramai, Commander Michael Preston, and all related characters belong to me. Twilight Sparkle, Applejack, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343 Industries.  
**

* * *

**Don't forget to leave a review/comment!**


	12. Chapter 12: Divine Wind

**Chapter Twelve**  
**Divine Wind**

**February 26th, 2531**  
**Equestrian star system, Cygnus arm**  
**Royal City of Canterlot**  
**Commander Michael Preston of the UNSC _Marathon_**  
**Mission: eliminate Covenant presence in Equestria**  
**2:13PM**

"How has it been for them, Sir?" Private Leroy Jenkins asked Preston as he looked over a report on his datapad with Sergeant Grimesy in Princess Celestia's bedchambers.

Spartan-021 and his team were closeby with the Princesses.

"It's been bad, Marine. All ponies in Appleloosa are dead, and several that we knew personally are gone as well. Fluttershy, Pinkie Pie, Lyra, and Bon-Bon. Rainbow Dash is missing, and Applejack is wounded. I hope no more will die, but I know some will" the Commander answered.

"Wait...Lyra and Bon-Bon are dead?" Jenkins said, turning away in anger and solemn and stepping outside onto the balcony.

Preston left the young Marine alone.

Jenkins rested his elbows on the railing and stared out at the Equestrian landscape, taking in the peace, serenity, and beauty.

_Lyra...Bon-Bon..._

The Private looked to the left at Ponyville in the distance and saw the Covenant ship encroaching upon a city of clouds.

"Lyra...Bon-Bon" Jenkins whispered angrily, stepping back into the bedchambers and standing before Commander Preston.

"Sir, what is the plan?" the Private asked.

"Board the Supercarrier and leave Equestria after killing all Covenant. We'll be leaving soon, so you better square away your gear" the Commander.

"Sir, request that Sergeant Grimesy and MCT-7 lead the assault on the bridge of the Supercarrier!" Jenkins declared, catching both Preston and Grimesy off guard.

"Granted, Marine."

As Private Jenkins walked towards the door Sergeant Grimesy caught him and asked "what're ya gonna do, Marine?"

"What we're supposed to do, Sir; kill them all" Jenkins answered, the flames of fury in his eyes.

* * *

Commander Preston entered the medical tent and approached Applejack as she lie on her bed recovering. Her remaining friends were still there, but were all asleep.

"How're you feeling?" Preston asked as he sat down on the bed next to Applejack's, waiting patiently as she sat up.

Tears almost instantly began to flow from Applejack's eyes as she began to talk.

"T-Them legs were ma life, I need them to buck the trees back on the farm. How is a pony supposed ta live when the things she needs for her special talent are taken from 'er?!" the farm mare inquired.

The human shook his head and replied "I don't know."

Applejack broke out into full on crying at Preston's response, and her sobs roused her friends from their sleep.

"Preston...what are you doing down here?" Twilight asked, rubbing her eyes as she tried to come around.

"I came to comfort AJ, she just lost her legs and you've all lost two friends. Plus a third is missing. I promise you we'll find Rainbow Dash before we leave" the Commander explained, a confident and determined tone in his voice.

"Wait...you're leaving?" Twilight said, a sad look in her eyes.

"Afraid so, Twilight. I've worked up a plan to steal the Covenant ship and use it to return home" Commander Preston told her.

Just then Everlasting Fall piped up. "Commander, I have been studying this plan and I must point out the flaws I have discovered" the AI declared.

"I'm listening, Fall."

"No human has ever captured a Covenant ship and detailed information is sketchy; we know not of their internal layout, flight controls, or defense systems. Also capturing a Covenant ship without first sweeping it for tracking devices is in clear violation of Cole Protocol Subsection 7" the AI explained.

"Subsection 7? I've never heard of it."

"I'm not surprised, it covers more of a 'what-if' scenario. No captured Covenant vessels may be brought to human-controlled space without first being exhaustively searched for tracking systems that could lead the Covenant to human bases or colonies" Fall stated.

"So how about we board the ship, activate the self-destruct sequence, and wait out for UNSC rescue. Everyone wins, right?" Preston said, offering his newly revised plan.

"Yes, Commander. This is satisfactory with the guidelines of the protocol."

Twilight was about to protest and say that Thar wouldn't be satisfied with this when she remembered that he was the villain, a fact that she still had not yet gotten over.

_He liked and respected us ponies, he practically worshipped the Princess. Why did he suddenly change his mind when he learned humans were here? What is do bad about them? They're nice and and are more or less friendly. Maybe...maybe if I could just talk with Thar I could convince him to stop fighting the humans_ Twilight thought.

"Commander, can Rarity and I accompany you to the Covenant ship?" the lavender Unicorn stated.

"For what purpose, Twilight?" the human naval officer replied.

"We can protect you with our magic" Sparkle said.

Preston mulled over this for a moment before agreeing. "Permission granted, Twilight" Commander Preston told her, leaving the tent to head back to Celestia's bedchambers, leaving Twilight with Rarity and Applejack.

"About RD... Do ya think we'll ever see her again?" Applejack asked, tears still pouring out of her eyes.

"I don't know where Rainbow Dash is, but I know she's still alive. She's tough" Twilight answered confidently.

Rarity had to agree with this statement. "Yes indeed, it will take a lot more than a couple of ruffians to bring down dear ol' Rainbow Dash."

Applejack nodded and smiled for the first time in several days.

* * *

**February 26th, 2531**  
**Equestrian star system, Cygnus arm**  
**Covenant CSO-class Supercarrier _Divine Wind_**  
**Shipmaster Thar 'Saramee**  
**Mission: exterminate all life in Equestria**  
**5:01PM**

"Arm all plasma cannons and bring us up ten units, heading two-two-zero by three-three-nine" Thar 'Saramee ordered weapons and navigation respectively as they barreled down on the Pegasus home city of Cloudsdale.

"Look there, they're already running like scared whelps!" Rav 'Taramai shouted excitedly, pointing at the display as dozens of Pegasi scattered away.

"Do NOT let any escape!" Thar declared, watching as the weapons officer typed furiously at his holographic keys to arm the point-defense lasers. The lasers were programmed to fire at any Pegasus attempting to escape.

The plasma cannons fired and sent torpedoes of super-heated plasma rocketing across the sky to Cloudsdale, boiling both the city and her inhabitants away.

Seven minutes later naught remained of Cloudsdale besides a few scant clusters of clouds.

Satisfied with the destruction Thar turned and was about to leave the control room when Rav caught his attention, proclaiming "Excellency, damage reports state that the damage to the plasma projector is too severe to fix on our own. The energy coils were severely warped by the kinetic round the human ship fired at us and any attempt to fire the projector will cause an explosion so great it will vaporize the entire front end of the _Divine Wind._ They will have to be repaired and refitted at a proper station."

Thar grunted in anger and left the control room, heading down to the local brig where a captive pony was being held. The pony in question held up in the air at eye level with the Shipmaster by gravity bands.

For a moment Thar merely looked the captive over, appreciating her sleek body and the powerful muscles underneath her coat. She would never be as naturally strong as a Sangheili or a Jiralhanae but her muscles were still strong and powerful.

She began to wake up.

"Well well well, look at who has awoken" Thar growled menacingly, taking a step back from the mare.

"Salami... Let me go! What do you want from me?!" the mare exclaimed, struggling to move in her bands. Shipmaster 'Saramee had also stretched out her wings and locked them in gravity bands of their own.

"I will not let you go, you inferior and primitive beast" Thar flatly stated as he drew his energy sword and waved it near her outstretched wings.

"Wha-what are you gonna do?" the Pegasus asked in very real fear, an emotion she rarely portrayed.

"Break you."

"No! Please, don't!" the mare pleaded as 'Saramee drew the blade back, the prongs pointing down at the base of her left wing. Electricity arced off the blade and every so often a spark would just barely graze her wing.

"So full of hate were our eyes that none of us could see. Our war would yield countless dead but never victory. So let us cast arms aside and like discard our wrath. Thou, in FAITH, will keep us safe whilst we. Find. The PATH!" Thar bellowed, swinging his sword and slashing both wings off in one deft move.

The Pegasus sobbed and cried and blubbered not at the physical pain, but the mental. She looked down and saw her wings separated from her body by mere centimeters and desperately squirmed and writhed to feel them on her once more.

'Why...? WHY?!" the mare barked out angrily, still sobbing.

"Because I found you" Thar answered coldly as he left the brig, his statement breaking the Pegasus further.

* * *

"So once we're on the ship we'll have Twilight and Rarity shield us while we clear it out, and then Everlasting Fall will hack the ship's controls and take us up into space. Once we're up there he'll vent all compartments on the ship but the one we're occupying at that time. Fall will then pressurize the ship, we'll clear the bridge, and drop Twilight and Rarity off before activating the self-destruct sequence. Any questions?" Commander Preston said to the Marines assembled in the room, finishing up the briefing.

"What if there are any prisoners on the ship?" Private Jenkins asked.

"Covenant don't take prisoners, boy. Remember?" Sergeant Grimesy retorted.

"Ah, but Sergeant, they don't take human prisoners. They may treat ponies differently."

"Private Jenkins has a point; when we get aboard the ship I'll have Fall sweep for any prisoners" Preston exclaimed.

"Yes, Commander" the AI replied.

"Alright, everyone's dismissed. MCT-7, stand by until everyone else leaves, I've got a request" Preston declared, waiting patiently for the rest of the Marines to leave.

"What's going on, Sir?" Sergeant Grimesy inquired.

"I'm concerned about Twilight Sparkle; she was friends with the Elite captain, Thar 'Saramee. She may not approve us going in to kill him. Just keep an eye on her when we board the ship; I doubt she'd try anything that would compromise the mission but this is just a precaution. If she does anything other than protect and guide us then you restrain her, but DON'T kill her" Commander Preston told them.

"Yes, Sir."

* * *

Preston braced himself as the Pelican bucked, the pilot moving to dodge a plasma bolt from a Seraph fighter, nearly colliding with another.

Two Pelicans, Mike-416 carrying MCT-7, Spartan-021, and Commander Preston; and Echo-419 carrying MCT-14 lead by a Gunnery Sergeant Jennifer Williams* were streaking across the Equestrian sky towards the Covenant Supercarrier.

Rarity and Twilight were also aboard M416 with the Commander, and both ponies were offering their critiques of the alien vessel.

"Oh my, what elegance and beauty. Look at the way it just flows across the sky; I never realized just how beautiful it is. Much nicer looking than what your deadful vessel looks like" Rarity swooned.

"My ship is currently scattered across the ruins of Appleloosa" the Commander reminded her.

"Well yes but even before then it looked hideous. These Covenant may be brutal ruffians but at least they make their ships look pretty."

"I think it looks more menacing than pretty; the hook-like prow and its sleek shape reminds me of a shark prowling through the dark waters for its next meal" Twilight lamented.

Commander Preston tuned out their ramblings as he ordered the pilot to fire several rockets at the ship as they neared the starboard** side. The rockets would never harm a Supercarrier in a millions years but were instead to be used to see if the shields were up.

When the smoke cleared and several scorch marks could be seen on the hull Preston knew the shields were down and ordered both Pelicans to increase their speed and get them inside before the shields could be brought back up.

They reached the hangar bay and the pilot pulsed the thrusters to slow them down before lowering the dropship to the deck and dropping the ramp.

"Touchdown! Hit it, Marines!"*** the pilot of E419 yelled over the radio as they all disembarked, the Marines of both Pelicans engaging the Covenant clustered in the hangar.

"Stick together, keep moving, and check any corners. We need to clear this ship fast. Fall, what's the verdict?" the Commander asked.

"One moment Sir... Done. Scans indicate that there is only one prisoner contained within this ship. Held in the brig closest to the bridge" Fall answered.

"Hit me."

"The sole prisoner is Rainbow Dash" the AI told them as Preston looked down at Twilight and Rarity.

"Well...that complicates the mission" Commander Preston said as they prepared to move out.

* * *

***This is the same Jennifer Williams that leads MCT-14 in the sequel, What Else Is Up There. She gets a demotion somewhere in the twenty years between this story and that one.  
******This is the right side of the ship.  
***This is obviously a reference to the same line yelled by Foehammer in the level Silent Cartographer in Halo: Combat Evolved and the Anniversary remake.  
**

* * *

**Legal note: Commander Michael Preston, Sergeant Christopher Grimesy, Shipmaster Thar 'Saramee, and all related characters belong to me. Twilight Sparkle, Rarity, Rainbow Dash, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i.**


	13. Chapter 13: The Ultimate Sacrifice

**Chapter Thirteen**  
**The Ultimate Sacrifice**

**February 26th, 2531**  
**Equestrian star system, Cygnus arm**  
**Covenant CSO-class Supercarrier**  
**Commander Preston**  
**Mission: destroy Covenant ship**  
**5:39PM**

"Alright Marines, pay attention. The Covenant have captured a very important pony and we're gonna bust her out before proceeding with the rest of the mission. Let's buck up and move out" the Commander announced.

The two teams headed through a door and into the corridor beyond, briefly taking into account the fact that the hall was easily fifteen feet tall.

"How fascinating. What kind of aliens comprise the Covenant that need this much space?" Twilight wondered aloud.

"Covenant Hunters are about twelve feet tall" Preston answered.

"Hunters? I don't think I've seen one yet" the lavender Unicorn lamented, sounding almost disappointed.

"Pray that you never do."

Silence befell them once again as they continued on their way through the ship, and with that silence came Twilight thinking about Thar. Now, with her closer to him than she had been all week, the Unicorn couldn't help but think about her former Sangheili friend and what he was doing.

_Thar admired us, worshipped us, thought us to be his Gods. Why did he change? And furthermore, why did he capture Rainbow Dash? Does he think she knows something? Has he been torturing her?_

Twilight rejected that last thought immediately; Thar may be at war with them all but he wouldn't torture an innocent pony, especially one he had been friends with.

_He didn't have a problem slashing Fluttershy in half and kicking Scootaloo down the street. Face the facts, Twilight; Thar is a bloodthirsty monster bent on killing you all_ some part of her mind chirped at her.

The Unicorn struggled to remove these thoughts from her mind, not knowing where they had come from. _No, Thar is just doing what he's been ordered to. He's not fighting us because he likes to._

_If that were true he wouldn't get such a kick out of killing ponies in such gruesome and violent ways. Like Pinkie, to be sure. I wonder how she died; quick and painless, or slow and horrible?_

"Preston...how did Pinkie die?" Twilight asked in a whisper.

"She was killed by a plasma bomb landing behind her; it wasn't pretty, but she didn't suffer long" the Commander answered.

_There you have it, Twilight, Pinkie's death was slow and horrible_ Twilight's mind chirped.

_No, she died just a few seconds after it hit near her. It wasn't too horrendous... I hope_ Twilight reasoned with her mind.

To no avail. _I wonder what it would be like to watch that. You know how violent superheated plasma is; it probably boiled her alive, cooking her like a hotdog on a grill._

Twilight nearly threw up at this.

_Just face up to the reality, Twilight; Thar 'Saramee and his warriors are violent monsters, and will scramble over each other just to kill you and everyone you love. Every single. Last. ONE!_

"NO!" Twilight screamed, covering her head with her hooves and cowering down. All the Marines dropped to one knee and scanned the hall with their rifles at the sudden noise.

"What's wrong, Twilight?" Commander Preston inquired, crouching next to the Unicorn and putting a hand on her shoulder.

Everyone was staring at her.

"I-it's nothing. I was just thinking about something" the lavender Unicorn sheepishly answered.

Preston huffed and stood, shouldering his MA5B and motioning for everyone to keep moving. "Let's go" he growled.

Several minutes of uneventful walking later the teams reached the brig and began searching the cells for Rainbow Dash, finding most of them empty.

Finally, just as they were about to give up and head on to the next brig Private Cole Ramsey yelled out "here! I found her!" and the teams ran over.

Spartan-021 approached the holographic console and deactivated the energy barriers and Commander Preston rushed in, strapping his MA5B to the magnetic strips on his back and struggling to free Dash from the gravity bands holding her in place.

When they were free Rainbow Dash slumped forward but her wings stayed where they were, and when Twilight investigated she gasped in horror; where Dash's wings should be connected were just two bruised and cauterized stumps of flesh. They had been slashed clean off.

Twilight knew of only one weapon that could do such a thing; an energy sword.

"We gotta get Rainbow Dash outta here" Private Jenkins declared, grabbing the unconscious Pegasus when Preston handed her to him.

"Agreed. Let's get back to the hanger and have one of the Pelicans take her back to Canterlot, then we can clear this ship" the Commander responded, leading the group back the way they came to the hangars.

When they reached the final hall Commander Preston said "hangar should be just up here" and he upped his speed to a light jog, reaching the door as it slid open, allowing them all to-

-Step right into the faces of the Covenant Shipmaster and four Hunters.

"OH HELL!" Preston shouted, sealing the door as the Hunters charged up their cannons and the Shipmaster drew his sword. The group doubled around and entered the hangar through another door, coming under fire from the Covenant.

"Mike-416, we need you at the starboard hangar bay right now!" the Commander stated over the radio, opening fire with his MA5B.

A fuel rod slammed into the floor near them and Preston got back on the radio. "M416 and E419, we need both of you here right now!"

_"Copy that, Sir. We're on our way"_ the pilot of M416 replied.

"Oh man, we're gonna die!" Private Jenkins exclaimed, not sounding too bothered.

In the chaos they all failed to notice the Shipmaster sneaking up on them from behind, his energy sword glowing violently as he stalked over to them. When they finally did notice, it was too late.

The Shipmaster snatched Twilight up by the neck and she screamed in horror, prompting Private Jenkins to whip around and fire a shot from his M6D. The round nearly hit Twilight's leg as it bounced right off the Elite's shield.

The Shipmaster swung his sword at Jenkins and missed as the Private ducked; instead the sword blade went wide and connected with Rarity's horn, slicing the magical outlet clean off and eliciting a terrible shriek from the mare.

"Put her down!" Jenkins ordered, keeping his magnum trained on the Elite; he was so large that Twilight's entire body barely covered his chest, but the Private couldn't risk shooting him.

The Elite snarled and a fuel rod struck near the humans, dazing them long enough for him to make his escape.

When Jenkins looked back up the Shipmaster was gone.

Just then the Pelicans arrived, nearly being destroyed by the Hunters as they let loose with their chain-guns, ripping most of the Covenant in the hangar to bloody ribbons as the humans grabbed Rarity and made their way to the Pelicans.

"That massive Elite took Twilight!" Jenkins yelled, hoping to go back and save her.

"We're getting off this ship, Marine" Sergeant Grimesy told him, ordering Ramsey to grab Rarity.

The British Private had almost reached M416 when the Shipmaster dropped down from one of the balconies, slashing Ramsey's right arm off and making him drop Rarity to the ground.

The Private tried to pull his M6D from his holster with his left arm but was unable to before the Shipmaster stabbed him straight in the heart.

While this commotion was going on Rarity shakily got to her hooves and was about to run for the Pelican when the Shipmaster grabbed her and tossed her across the hangar where a mob of Grunts and Jackals descended upon her.

The fashionista's scream of terror turned to a gurgling and pathetic sputter as the ravenous aliens ripped her apart; legs and entrails briefly catapulting into the air before slapping back down in arcs of blood.

Jenkins tried to leap out of the Pelican to help her but was grabbed by Sergeant Grimesy; in a fit of anger the young man smashed the Sergeant across the face with his rifle and stole his shotgun, jumping out into the hangar as the two Pelicans took off.

E419 was about to re-enter the ship when the energy barriers came to life, sealing them out forever.

Jenkins stood and racked the pump of the shotgun as several Elites approached, laughing heartily with their swords drawn, lead by the Shipmaster.

Private Leroy Jenkins took aim and fired on the Elites, killing one with a load of steel pellets as the others rushed for him.

The first Elite reached Jenkins and thrust his sword forward, cleanly missing as the Private stepped to the side and unloaded a shell point-blank into his side, blowing his shields and killing him instantly.

Leroy pumped the action and blasted another Zealot away, leaving him alone with the Shipmaster.

"It's time to end this you split-chin son of a bitch" Jenkins growled, reloading the shotgun and standing defiantly before the Elite.

The Shipmaster approached the Private and swung his sword, missing when Jenkins ducked low and pulled the trigger on the shotgun; the Shipmaster's shields flared but otherwise held.

Leroy rolled to the side and fired again, breaking the Elite's shields and was about to fire again when the Shipmaster slashed his shotgun in half, leaving the Private with only his M6D.

The Shipmaster tried to stab Jenkins once more and missed, allowing the Private to empty his M6D's magazine into the Elite; every round bounced off his armor and he grabbed Jenkins by the back of his head, allowing the Private to pull his knife and stab the alien right in the eye.

The Elite roared in pain and dropped the Private, who was about to stab him again before he was kicked away by the enraged alien.

The Shipmaster stabbed forward once again and Jenkins ducked, hearing the energy sword slash deep into the bulkhead. The Elite kneed Jenkins in the face and grabbed him by the throat, pinning him to the wall.

"I am Thar 'Saramee! YOU, human, are inferior!" the Shipmaster declared, preparing to kill the Private.

Jenkins spat right in the face of the Elite and said"Inferior or not I just kicked your fucking ass."

His last words before Thar 'Saramee killed him.

* * *

**February 26th, 2531**  
**Epsilon Eridani system**  
**Planet Reach**  
**Office of Naval Intelligence CASTLE Base**  
**ONI Section III Agent OCELOT**

Agent Ocelot stepped into the secure briefing room to speak with his subordinates, hoping to discuss with them the plan for aiding Commander Preston and the planet of intelligent Ponies he had discovered.

"I have been lead to believe you have showed them all the footage?" Ocelot asked his Colonel friend, the one he had talked to earlier in the week in the very same room.

"Yes; they know as much as we do."

"Good. Now, gentlemen, we have all seen the footage and know what has been discovered. The Covenant have also discovered this planet of Ponies. Commander Michael Preston and his Marines are doing their best to hold them off but won't last very long. The Colonel has authorized me to mobilize a battle-group to aid Preston, and now I just need green-light from the UNSC to-" Ocelot started, cut off when one of the Admirals in the room stood and objected.

"Hold on a minute, why in the hell are we allocating valuable ships and personnel to aid a planet of talking horses?"

"Commander Preston's mission was to find intelligent and friendly forms of alien life; these ponies are all that he's found thus far" Ocelot answered.

"You think a race of talking horses can help us against the gravest threat we have ever faced? A conglomerate of alien races whose empire spans most of the known galaxy?" the Admiral declared. "Get real, son!"

"Then what do you propose we do, Admiral Ackerson?" Ocelot inquired, folding his arms over his chest.

"Well, the way I see it, the Covenant are after one thing and one thing only; humanity. They don't care about these horses, they're just caught in the crossfire. Now you tell Commander Preston to get his ass off that planet and return to UNSC space" the Admiral stated.

"And if the Covenant absorb the ponies into their empire? Or if they come after us on their own? We can barely hold our own against the Covenant, the Outer Colonies are falling, and the only thing that's kept us from falling completely are the Covenant's interest in strange artifacts and Dr. Halsey's Spartans! We can NOT survive a war on two fronts, Admiral!" Ocelot protested.

"Dr. Halsey's _freaks_ can't save humanity, _humanity_ will save humanity! We need true and blue humans to fight off the Covenant, and with that we need Commander Preston. Get him off that planet" Ackerson exclaimed.

Ocelot stood from his chair and calmly approached the Admiral, looking him dead in the eye and saying "you can disrespect those ponies, you can disrespect me, you can disrespect everyone else in this room, you can even disrespect God himself, but don't EVER disrespect those Spartans!"

"Stand down, son" Ackerson growled.

"I'm helping the Commander one way or another, and may God help you if you try to stop me."

* * *

Commander Preston and his two Marine squads returned to Canterlot and immediately took Rainbow Dash to the infirmary in the refugee center, getting her the aid she needed. With Dash safe and sound the Commander, MCT 7, and the Spartans headed up to Princess Celestia's chambers.

"I thought you were going to destroy the Covenant ship. Did something go wrong?" the Princess asked calmly.

"There was a problem; we found Rainbow Dash and tried to get her off the ship when we ran into Thar and dozens of Covenant. We got her off but Rarity was killed and Twilight Sparkle was captured" Preston answered.

"You must go back and save her! She must live!" Celestia declared, worry in her voice.

"It's too dangerous; all we can do now is find some way to destroy the ship from the outside" the Commander replied.

"But you'll kill my student! You'll kill Twilight!" the Princess exclaimed.

"I'm sorry to say, Princess, but it's better one more dies than everyone in your kingdom and planet. I know it's hard, but it's the only choice" Preston told her.

Celestia hung her head and nodded, distraught at the circumstances. She left the humans and stepped outside onto the balcony. Preston looked back and saw Sergeant Grimesy still holding his nose.

"It's broken, Sir. Goddamn stupid Jenkins running off into the ship" the Sergeant grumbled.

"Head down to the infirmary, Grimesy" the Commander ordered.

_Jenkins, Ramsey, Rarity, Pinkie Pie, Fluttershy, Lyra and Bon-Bon, plus hundreds more...all dead_ Preston thought, listening as Princess Celestia came back into the room.

"Human, the Covenant ship is on its way here to Canterlot!" the Princess exclaimed.

"Shoot. Alert all personnel, order all vehicles to load up and prepare for a fight. The Covenant are going to throw everything they got at us, and I want them held off for as long as it takes for us to get very civilian out of this city. Spartans, you stay with the Princesses, I'm going down to the infirmary to get the wounded out first" Commander Preston said, briskly heading for the door.

"Yes, Sir!" Spartan-021 responded.

"One more thing, Spartan; any Covenant breach this room, you give them hell" Preston growled.

"With pleasure, Sir."

* * *

**A/N: Next up: the final battle**

**Legal note:** Commander Michael Preston, Shipmaster Thar 'Saramee, and all related characters belong to me. Dr. Catherine Halsey, Admiral James Ackerson, and all related characters belong to 343 Industries and Eric Nylund, respectively. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i.


	14. Chapter 14: The Final Stand

**Chapter Fourteen**  
**The Final Stand**

**February 26th, 2531**  
**Land of Equestria, Cygnus arm**  
**Shipmaster Thar 'Saramee**

Thar 'Saramee was thoroughly dishonored; his blood was shed, his figure permanently damaged, and his mission had not succeeded.

He was _failing._

"Rav, order a team of Zealots to the main hangar; I wish to have them join me on a mission to capture Princess Cel- the Pony leader" Thar said, having to correct himself.

There was a moment's pause before Rav answered, stating "Of course, Excellency. But if I may; what will we do about the Unicorn we captured?"

"I shall deal with her" Thar replied, leaving the bridge and heading down to the brig, his thoughts plaguing him all the way.

_Twilight, Twilight, Twilight, why was it you that had to be captured? I do not like my hand being forced, but the humans made it so. Perhaps, if I explain to her why the humans are so vile then she will understand._

"Thar, what's going on?! Why are you holding me?!" Twilight demanded as the Sangheili entered the brig.

"Twilight Sparkle, I recall the memories I made when I first arrived here; the cultural knowledge we shared was exquisite, but did you not know the heresy of associating with humans? How vile they are?" Thar asked.

"Thar, there's nothing wrong with humans! They're a good race; noble and nice, good-willed, and overall outstanding. Why do you fight them so hard?!" the Unicorn wondered aloud.

_There was that one human who courageously stayed as his comrades left, personally fighting me hand-to-hand. Was he regaining his honor?_

Thar drew his energy sword and ignited it, pulling it back and aiming for Twilight's head.

"Thar, please... _Please_ don't!" Twilight pleaded, and the Shipmaster hesitated.

"I... I do not know what to do, Twilight. Your race is clearly connected with the Forerunners, but you have allied with the humans. The Hierarchs have declared humanity complete affronts to the Forerunners and their will. I am confused!" Thar exclaimed, tightening his grip on his sword.

Thar sighed and lowered the weapon, turning away and beginning to walk away.

"Thar, wait! Please, just abandon the Hierarchs and the Covenant and live with us and the humans in peace! Leave the Hierarchs, they're wrong!" Twilight exclaimed.

In a fit of blind rage Thar turned and slashed his sword, slicing Twilight's horn clean off and making her shriek in pain. He approached her and raised his sword, preparing to deliver the killing blow.

The Shipmaster stopped as he looked into Twilight's eyes, finding something that stopped him from killing her. Past the tears and her fear was something else, something Thar could not quite place.

The Sangheili deactivated his energy sword and left the brig, heading down to the main hangar where the Zealots and Spirit dropship were waiting.

"Let us move quickly, my brothers" Thar deadpanned, boarding the dropship with the Zealots.

* * *

**February 26th, 2531**  
**Land of Equestria, Cygnus arm**  
**Royal City of Canterlot**  
**Commander Michael Preston**  
**Mission: SURVIVE!**

"Keep those Pelicans moving, I want all ponies and non-combat personnel evacuated immediately!" Commander Preston barked as he proceeded through the palace, making sure the wounded were getting out first.

The Commander's defenses had been hammering at the Covenant assault for almost twenty minutes and the Covenant were still throwing aircraft at them; neither side were showing any signs of slowing down. The Commander had personally seen thousands upon millions of Banshees, Seraphs, and Spirits pour out of the Supercarrier.

Of course many had made it through the defenses; they weren't perfect and there were just so many aircraft coming at them. The point was to just delay them long enough to make sure all the ponies got out OK.

Not all of them would make it out; many dropships would be shot down and many more ponies would be killed in the streets, but Preston wanted as many as possible to get out, though he had no idea where he would take them all. Maybe Stalliongrad but last Preston had heard the city had been overrun by psychotic deviants*.

_This is a mess; if the _Marathon_ hadn't been destroyed then maybe we'd be OK. We might be able to take most of them and return to UNSC space to save their species._

It was too late to consider such plans, and now all they could do was hope that UNSC reinforcements arrived in time.

Suddenly the Commander's radio came to life and the voice of the Marathon's communications officer Jeff Chambers came on. _"Commander, come in. I've got reports of a single Covenant dropship that made it through the line and is heading right here to Canterlot Tower."_

"Understood, Lieutenant, I'm on my way up" Commander Preston replied, making his way back up and through the tower to the top, proceeding past the manned fortifications the Marines and Royal Guard had made.

Just as Preston opened the door to Celestia's chambers he saw a Covenant dropship swoop to a stop outside the balcony and drop its right-side door, depositing a team of Zealots and the Covenant Shipmaster leading them; he stalked forward, his energy sword ignited in full.

"Thar 'Saramee..." the Commander stated, pacing back and forth as the Elite stopped several feet away.

"Human. I have fought you personally many times, and while I admit you fight with honor and courage, I know that your species is inferior. You are a blight on the galaxy, a stain on the pristine fabric of space the Forerunners wove, and a miserable species the Forerunners left behind when they transcended the mortal realm. You, and your species, do not deserve life" Thar explained in perfect English.

Princess Celestia hung her head in shame and disgust, unable to believe that she had been friends with such a blind monster.

"Believe what you may, Covenant. We shall fight until the last man falls" Preston retorted, earning a dark chuckle from the Elite.

"That may sooner happen than you think."

"Spartans, Marines, take care of those Zealots. Shipmaster 'Saramee is mine" Preston ordered, waiting patiently as the Zealots brushed past him for the rest of the humans.

"Valiant, human, but also foolish. I will strike you down with ease, much like I did that whelp who stayed behind to fight me" Thar said, swinging his energy sword at Preston who rolled to the side and emptied his XBR into the Elite.

Thar swung his sword and slashed the Commander's rifle in half, prompting the human to tackle him to the ground and draw his M6G/B.

Meanwhile Maxwell-021 and his Spartans engaged the Zealots along with MCT-7, the two teams dodging swings and stabs and making their counter-attacks.

The Zealot Field Marshall thrust his sword at Maxwell-021 and missed, being kicked away afterwards by the Spartan leader. The Spartans drew his M7 SMGs and fired on the Elite, the rounds peppering and glancing off his shields as he charged for Maxwell again.

On the other end of the spectrum Sergeant Grimesy and MCT-7 were doing their best to hold off their share of Zealots; the Sergeant was pumping and firing his replacement shotgun, keeping the Zealots at bay. One of them descended upon him and he blasted it away.

Before Grimesy could work the action again a Zealot stabbed him through the stomach with his sword, holding him up by the neck as well.

"Let's go, ya bastard!" the Sergeant yelled, stabbing the Elite in the neck and making him stumble and crash through a window, sending the both of them plummeting to their deaths.

Commander Preston loaded in the last magazine for his M6G/B and emptied it into Thar, frustrated that his shields just wouldn't break.

Thar stabbed at the Commander once again and missed Preston had dodged; Preston turned around just in time to get backhanded by the Shipmaster.

With one final stab the Zealots finished off Marine Combat Team 7 and moved on to the Spartans, who were still standing and guarding the Princesses. Maxwell-021 opened up on the Zealots with his SMGs while his companions shouldered XBRs.

The Spartans, being as good as they are, made quick work of the Zealots and were about to assist Preston with Thar when a nearby window was smashed in by another Zealot, wielding two energy swords. Kenneth-004 was decapitated instantly, leaving just Maxwell, Kelly, and Albert.

The new Zealot swung his swords and the Spartans dodged, opening fire on him.

Running out of ammo in his current magazines Maxwell flicked the catches and tilted the weapons up, dumping the empty mags and slapping new ones in. The Zealot charged right for him.

Across the room Commander Preston was on the verge of being defeated by Thar, who had failed to land a blow on the human with his sword and had instead resorted to physical hand-to-hand attacks, which had certainly left a mark on Preston.

The Commander did have one last trick up his sleeve, and was going to use it. Just as Thar stabbed forward again Preston rolled the side and keyed a button on his radio, sending the go-ahead signal to a nearby force.

"You are dead, human" Thar said, about to stab Preston when the balcony and the wall it was attached to exploded; shards of glass and brick sprayed into the room and showered the two combatants. A second later a Vulture AC-220 gunship soared over the tower.

Using the momentary distraction to his advantage Preston assaulted the Shipmaster and stabbed at him, breaking his shields and lodging his knife into the Elite multiple times before a fuel-rod landed nearby, throwing him to the side. In his new spot he saw a Banshee fighter scream overhead; the disorientation allowed the Zealot that had crashed through the window to kill Albert, leaving just Maxwell and Kelly.

Before Preston stood up he saw another Banshee rocketing across the sky, heading straight for the tower. The underside flashed green and the Banshee veered off; a fuel-rod flew straight and true right over the Commander and slammed into the wall near the back, blasting Princess Luna apart and killing her instantly.

"LUUUUNAA!" Princess Celestia screamed in anguish.

The Zealot made a move on Maxwell but was intercepted by an angry Celestia, who fired a blast and broke his shields. Enraged, the Zealot grabbed the Princess and threw her across the room, where she landed near Thar and the Commander. Maxwell pulled his knife and stabbed the Elite in one of his two hearts, making him roar in pain and slap a plasma grenade to the Spartan. The Spartan grabbed him and jumped out of the window where the grenade detonated and killed them both.

Thar smacked Preston away from him and snatched up Celestia, calling for a dropship which came and took the two of them away.

"Damn it!" Preston shouted, shaking his head clear as he and Kelly ran down through the Tower; the Commander retrieved his datapad and ordered all Pelicans to scatter and take their pony refugees wherever they wanted. He then instructed any and all offensive craft to assault the Supercarrier, hoping to buy some time.

Preston and Kelly reached the grand hall where the former refugee center was at and caught a pair of Hunters assaulting a group of ponies. The two were about to help when the one Hunter swung his shield arm, twisting it so the shield was horizontal, and smashed half the group into pulp while the other incinerated the other half with its assault cannon.

The Commander gathered up his bridge crew, along with Applejack, Rainbow Dash, Spike, and the Cutie Mark Crusaders and they boarded his custom Pelican; the pilot took off and they ascended the sky just as the Covenant began to swarm over Canterlot like ants after their hill had been kicked over.

The Pelican was pursued by Seraphs and Preston yelled "get us out of here, now!"

The pilot attempted to comply but failed as a plasma bolt struck the left-side engines, forcing them out of control as they careened down to earth. The dropship smashed into the ground and bounced once from momentum before coming back down and sliding along until it smashed to a stop with the nose halfway inside Ponyville Library.

The rear ramp dropped and Commander Preston stumbled out, in time to see millions of dropships and other vehicles return to the Supercarrier, most likely rounding up all its forces as they prepared to glass the planet.

It was over.

Once all vehicles and personnel had returned to the Supercarrier it began to glide across the sky toward Ponyville, where they would begin the glassing process. Fires raging in Canterlot painted the sky in a hellish orange glow. The fires and charred landscape had turned the once beautiful and serene Equestria into a nightmarish vision of hell. A nightmare that would become reality when the ship started glassing.

Multiple other Pelicans had been shot down in Ponyville, forcing their human and pony occupants to watch death itself come to a stop above them.

Suddenly a cylinder of purple was generated from the Supercarrier and Princess Celestia and Twilight slowly descended from it, landing on the ground and walking towards the Commander and his companions. The gravity lift turned off afterwards.

Twilight was lacking her horn, but otherwise looked OK.

"Wha-? What's going on? How did you two escape the Supercarrier?" Preston asked as Twilight rushed past him to hug her remaining friends.

"We did not, Thar 'Saramee let us go; I believe he wants all ponies to be on the surface when he glasses it" Celestia answered.

"This is it...this is how we die... I don't wanna die like THIS!" Rainbow Dash cried, holding her friends tightly.

Suddenly the voice of Thar 'Saramee came from the ship, thundering across the land from an unknown source. His voice would easily carry for miles.

_"Creatures of Equestria, the time has come. Before this ends I shall leave you one final message"_ the Shipmaster declared.

_"SO FULL OF HATE WERE OUR EYES THAT NONE OF US COULD SEE. OUR WAR WOULD YIELD COUNTLESS DEAD BUT NEVER VICTORY. SO LET US CAST ARMS ASIDE AND LIKE DISCARD OUR WRATH. THOU, IN FAITH, WILL KEEP US SAFE WHILST WE FIND THE PATH!"_

"Goodbye, everyone. It was wonderful having friends such as you" Twilight said, holding all of her friends close in a final hug.

Suddenly a tremendous explosion rocked the land and brightened the sky, casting light across the land as the explosion expanded. Commander Preston looked up and saw that the Supercarrier had detonated, briefly turning into a second sun as the explosions ripped through the ship, obliterating it in a matter of seconds.

At that point tiny shards of the ship began to rain on the ground as the smoke clouds around where the ship was cleared, allowing the midday sun to beat its radiant light upon the land of Equestria.

* * *

***This is a reference to Lord Blackburn's Halo/MLP crossover Fight For Equestria.  
**

**Next up: the final chapter and epilogue.  
**

* * *

**Legal note: Commander Michael Preston, Shipmaster Thar 'Saramee, and all related characters belong to me. Princess Celestia, Twilight Sparkle, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i.**


	15. Chapter 15: A Living End

**Chapter Fifteen**  
**A Living End**

**February 26th, 2531**  
**Land of Equestria, Cygnus arm**  
**Control room of Covenant Supercarrier _Divine Wind_**  
**Shipmaster Thar 'Saramee**

Thar shoved Princess Celestia to the side as he stood on his command platform, the display screens showing Ponyville as they steadily approached the town. The Shipmaster had also brought Twilight to the bridge so they could both watch the destruction of their land.

"You are weak, Princess. Your world is filled with feeble whelps that are worthy of neither intelligence nor life. The Unggoy fight more courageously than you do! The glassing of your planet and kingdom will be the last thing your pathetic eyes ever see" Thar declared.

"You are wrong, Thar. All beings in the universe are worthy of life, even your Covenant. The Forerunners thought so, or else they wouldn't have saved all life in the galaxy by sacrificing themselves" Celestia explained, earning a smack across the face from Thar.

"Heresy! How dare you claim to know the Forerunners' will! I should strike you down here and now, but I shall not" the Shipmaster said.

"If you will not listen to the truth, then perhaps you should see it" the Princess stated, channeling magic to her horn and delving into Thar's mind, showing him the genesis of ponykind.

* * *

"Librarian, are you sure this is a prudent plan? The Equestrians were the ones that unleashed the Flood upon the galaxy, they are the ones that forced the humans to fight us, and they are the reason we lost our war against the parasite. Your husband, the Didact, greatly opposes saving the Equestrians, as well as designating them the Inheritors" the Forerunner Master Builder said.

"My husband also opposes labelling the humans the Reclaimers as well as entitling them with the Mantle when they come of age, but this is for the good of the galaxy. The Equestrians are noble and good-willed; they will serve excellently alongside humanity. Ensure that they are safe on their shield world, as well as humanity, and then we will fire the Halo Array. I will ensure that all other species are properly indexed" the Librarian answered.

"Librarian, what of the Didact?" the Master Builder asked.

"I will deal with my husband. Now go, Master Builder."

The Librarian ended the communication with her companion and opened up one last transmission with the leader of the Equestrians, the Goddess Sun.

"Madam Librarian, is it time?" the Goddess inquired.

"Almost, Goddess Sun. I have one last loose end to tie up, and then we will fire the Halo array. I understand your reservations about this but you must know that we, the Forerunners, hold the Mantle alone. At least for now. Your kind will be safe, and when the time comes you will obtain the Mantle alongside humanity. I can't forgive you for unleashing the Flood upon the galaxy, but I can understand your desire to save them from us. In a way you were right, Goddess: all beings in the universe are deserving of life, even the Flood. I have safely preserved their kind on several Installations. We swore to keep the galaxy safe and preserve all life within it, and if we must sacrifice ourselves to ensure that then so be it. Take care of all species under you, Goddess Sun. And goodbye."

"Goodbye, Madam Librarian" Goddess Sun said, stepping back from her communications node and looking at her sister, Goddess Moon.

"Are they doing it, sister?" Goddess Moon asked, flanked by her stoic guards.

"Yes, Goddess Moon, the Forerunners are going through with their plan to fire the Halo array. We will be safe here, and then we will start our kingdom anew free from the influence of the Forerunners. They have designated us the Inheritors of their Mantle, and said that when the time is right we will obtain it alongside the humans and rule the galaxy together."

"When the time is right, dear sister. For now I believe we should make our plans to build our kingdom. There are several issues already arising, such as the appearance of a chaotic God and a dark stallion seizing control of the Crystal Empire" Goddess Moon stated.

"One step at a time, sister. First, we must craft our subjects once again on this new plane of existence. And I think we should pick new names for ourselves; how do 'Princess Luna' and 'Princess Celestia' sound?" Goddess Sun asked.

"They are fine. So be it, sister."

"Very good, Luna. Now, let us get to work; there is a lot to do, and even though the Forerunners are evil beyond all measure, they were still gracious enough to grant us eons of time to reshape the galaxy" the newly christened Princess Celestia stated, leaving the chambers with her sister and stepping outside into the night on the balcony of the hovering tower the Forerunners built them on a mountain-side.

"I think this land needs a makeover, do you not agree?" Princess Luna asked.

"I do, and I believe we shall start here at our home city, Spring of Eternal Paradise" Celestia answered.

"What should its new name be?" Luna declared.

"...Canterlot."

"So be it, sister."

* * *

Princess Celestia ended the flow of magic to her horn and Thar 'Saramee stumbled back, holding his head. When he looked up he saw the Forerunner glyphs on Celestia's chest and crown pieces glowing.

"By the GODS..." Thar exclaimed, horrified by what he had done in the past week and the overwhelming truth he had been faced with; ponykind, along with humanity, were designated by the Forerunners to be the rulers of the universe.

Hanging his head in shame Thar 'Saramee lead the two ponies down to the hangar bay and released them before returning to the control room. He knows what he must do now.

Tapping several keys on the displays Thar felt even sicker, knowing his hands were coming into contact with things created by a machine of sin and lies. The bridge officers were oblivious to what he was doing, and Rav 'Taramai had been killed when one of the valiant human warriors tackled him out of a window.

Thar keyed the external speakers that were normally used to recite ancient decrees before glassing a planet, which is what the bridge officers thought he was about to do.

"Creatures of Equestria, the time has come. Before this ends I shall leave you one final message" Thar announced, preparing to recite an oath that finally made sense to him.

"So full of hate were our eyes that none of us could see. Our war would yield countless dead but never victory. So let us cast arms aside and like discard our wrath. Thou, in faith, will keep us safe whilst we find the path."

_Thank you, Princess, for letting me finally see_ Thar thought, letting up on the key as he reached for another. "Goodbye...ponies. And goodbye, Twilight Sparkle" Thar 'Saramee spoke, his last words unheard by anyone but himself as he activated the _Divine Wind_'s self-destruct mechanism.

* * *

**March 4th, 2531**  
**Land of Equestria, Cygnus arm**  
**Grounds of Ponyville**  
**Commander Michael Preston**  
**Mission: none**

Michael Preston disembarked from the Warthog and entered Ponyville Library, wishing to bid his final goodbyes to Twilight Sparkle and her friends. Just a few days ago a UNSC battlegroup lead by an ONI agent named Ocelot had arrived to find the Covenant on the planet defeated and the human survivors fixing up the place.

And now the battlegroup was to take Commander Preston and all other UNSC personnel back to Reach, cancelling Preston's mission.

To say he was upset was a grand understatement.

"Michael!" Twilight called out as the human approached; the Commander had told them all to just address him by his first name. "It's time to go, huh?"

"Yes... But I'll never forget you or this place, Twilight Sparkle. Maybe, when the war is over, I'll come back" Michael said.

"I think we'd all like that" the lavender Unicorn responded, watching as the Commander dropped to one knee and embraced her in a hug.

Twilight swore she saw a tear trickling down his face when he stood up.

"Thank you, girls. It was a pleasure to have met all of you" Preston told them, preparing to leave when he remembered something, fishing into his pocket and handing a device to Twilight.

"What's this?" the mare asked, looking down at the screen.

"My datapad; it's got a picture of me on it, so you may have something to remember me by" the Commander explained.

"Thank you, Michael" Twilight declared, a sad smile on her face.

Commander Preston gave Twilight a kiss on her forehead and stepped back, saying "goodbye" before leaving the library. Twilight saw him board the Pelican outside and watched it until it could no longer be seen; all the ships had returned to space, leaving the ponies the only creatures left in Equestria.

They were alone once more.

Twilight lowered her head and cried, hoping one day Michael Preston would come back to them.

* * *

Princess Celestia stepped through her bedchambers and out onto the balcony, looking out across her grand kingdom. The repairs to her tower as well as all of Canterlot had been finished a few days after the _Divine Wind_ exploded, and the repairs to the rest of the cities a few days after that.

Her chambers had not yet been cleaned, however, leaving many scorch marks and a few pools of dried blood on the floor, the tacky stains tainting the otherwise pure carpet.

Looking at one of the stains in particular reminded the Princess of Luna's death; the funeral was tomorrow, and it was not something this was looking forward to.

The Princess sighed and took her crown off, turning into simple Celestia with a flick of the magic. She idly ran her hoof along the Forerunner symbols etched upon the gold headdress, lost in thought.

_I hate you, Forerunners, but I must thank you. For if it were not for you, our greatest enemy, we would have never survived our worst nightmare_ Celestia mused before returning the crown to her head and looking up at the sky, wondering what else might be up there.

* * *

**Epilogue**

**Commander Michael Preston was returned to Reach where he was debriefed extensively before allowing to resume his duties. He was assigned to a Marathon-class cruiser titled _Everlasting Freedom_ where he served the remainder of his time fore the war. He reached the prestigious rank of Lower Rear Admiral before being killed in the Battle of New Jerusalem, one month after the fall of Reach and two months before the end of the war.**

**Twilight Sparkle adjusted life as an earth-pony with only some difficulty, her assistant Spike helping her through most of the process. She was able to regrow her hown by 2540.**

**Rainbow Dash never got over the deaths of three of her friends and the loss of her wings; after the end of the conflict in Equestria she quickly spiraled into a deep depression. She muddled through it before finally taking her own life in 2535.**

**Applejack was fitted with mechanical legs from the UNSC doctors and adjusted to them quickly. Though they are not strong enough to buck trees with they are more than stable enough for her stand on so she may strike the trees with her forelegs. She lives and works on Sweet Apple Acres to this day.**

**Scootaloo made a full recovery and grew up to live a normal life, along with her friends. The three of them were some of the few more psychologically traumatized by the Covenant Conflict, though with the help of extensive therapy they have learned to cope.**

**Princess Celestia mourned over her sister's death for the appropriate amount of time before continuing her duties as ruler of Equestria. She curses and thanks the Forerunners every night, and remains in power to this day.**

**Equestria was eventually repaired in full, leaving the only evidence of the Covenant Conflict in the minds of those who survived it.**

**The UNSC attempted to return to Equestria when the war was finished, following the coordinates Michael Preston left behind. They still have not yet found the planet, and suspect the Commander uploaded false coordinates.**

**When the _Divine Wind_ exploded it took with it the knowledge of the location of Equestria, and the Prophets were unable to locate it before the complete destruction of their Covenant in 2552.**

**To this very day no other alien species has discovered Equestria.**

**And no one ever will.**

**...**

**Except the Flood.  
**

* * *

**End of Ever Wonder What's Up There!  
**

* * *

**A/N: I would like to thank Michael Blackburn for beta-reading the original story; though he did not beta-read this remake his help was still invaluable shaping that story into what it is and thus shaping this story into what it is(a million times better). I would also like to thank all my old readers and the many new ones that have stumbled across this story and liked it well enough to leave a comment.**

**Thank you all for reading, and I hoped you enjoyed. If you like this story be sure to check out the sequel, What Else Is Up There, and then the final story of the trilogy: The Last of What's Up There. This is Codename: One, and I'll see you starside!**

* * *

**Legal note: Commander Michael Preston, Shipmaster Thar 'Saramee, and all related characters belong to me. Twilight Sparkle, Princess Celestia, and all related characters belong to Hasbro. My Little Pony belongs to Hasbro. Halo belongs to 343i.**


End file.
